Taiwan Company- Transfer of Shares and Liquidation
Q: |
How to transfer the amount of capital contribution for shareholders and directors of limited company? |
A: |
A shareholder of limited company shall not, without the consent of a majority of voting shares of all other shareholders, transfer all or part of his/her contribution to the capital of the company to another person or persons; a director of limited company shall not, without the consent of voting shares of all other shareholders, transfer all or part of his/her contribution to the capital of the company to another person or persons.
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Q: |
Is it necessary for shareholders to approve the financial statement of limited company? |
A: |
Yes, it is. At the close of each fiscal year, directors shall submit the business report, financial statement, and surplus earning distribution table (loss off-setting proposal table) to each shareholder for approval. The shareholders shall be deemed to have given approval if no objection is raised within one month after having received the said statement. |
Q: |
What is the restriction for company limited by shares to apply for dissolution? |
A: |
In the event of an apparent difficulty in the operation of a company or serious damage thereto, the court may, upon an application from its shareholders and after having solicited the opinions of the competent authority and the central authority in charge of the relevant end enterprises and having received a defense from the company, make a ruling for the dissolution of the company. The dissolution application to be filed by the company under the preceding Paragraph shall be filed by shareholders who have been continuously holding more than 10% of the total number of outstanding shares issued by the company for a period over six months. |
Q: |
How to select the liquidator for company with single juridical person shareholder? |
A: |
A company limited by shares which is organized by a single government shareholder, or a single juristic person shareholder shall appoint the directors to be its liquidators, unless otherwise provided for in this Act or in the Articles of Incorporation after the resolution of dissolution by the board of director made. In the condition that the liquidator appointed by the preceding paragraph is changed within the period of liquidation, the liquidator may be appointed respectively by the single juridical person shareholder and be reported to the court. |
Q: |
How to deal with the condition that the procedure of liquidation is done but is not approved by the court and the liquidator is dead? |
A: |
In the condition of the liquidator who is dead within the period of liquidation, such liquidator is certainly discharged, and the new liquidator can be appointed by the court to continue the procedure after this fact is reported to the court from shareholders and debtors. |