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Taiwan Company Limited by Shares- Resolution Items

Answer
Q:
Is it required to reserve the number of shares for employees’ subscription upon the issuance of new shares?
A:
Yes, it is mandatory to reserve a number of new issued shares for employees’ subscription, so company shall reserve 10% to 15% of shares upon the issuance of new shares each time by the prescribed laws. If the number of reserved shares is insufficient or over, such company is violated the regulations in Company Act.

Q:
What is the method to resolve and which kind of meeting to resolve in the condition of dissolution of a company?
A:
Company limited by shares shall resolve such dissolution through voting in a special meeting by the board of shareholders (The resolution shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.).

Q:
How to make a resolution of change of article of association?
A:
Company shall resolve such change of article or association through voting in a special meeting by the board of shareholders (The resolution shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.).

Q:
Is it effective for resignation of managerial officer which is agreed by two-thirds or more of the total number of its outstanding shares by the board of directors?
A: The relationship between managerial officer and company is engagement in accordance with Civil Code. Each party remains the rights of termination of contract at any time. The resignation of managerial officer can be effective immediately after submitting this request to the company, without more than half of directors’ agreement.

Q:
Is it necessary to apply for the registration of retails department and the other business place or contact information different from the registered address?
A: The registration of retails department is not necessary. A company can broaden their own retails departments or supply stations for promotion of business, since the scale of this entity is too small to register.

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