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Corporate Service - Taiwan

Question

Taiwan Company Limited- Article of Incorporation

Answer
Q:
What the necessary items are to state in the article of incorporation for Taiwan company?
A:
The Articles of Incorporation of a limited company shall contain the following particulars:
  1. The name of the company;
  2. The scope of business to be operated by the company;
  3. The name, domicile or residence of each shareholder;
  4. The aggregate of capital stock and the capital contribution made by each shareholder;
  5. The ration or standards for profit distribution and loss apportionment among all shareholders;
  6. The location of the head office and the branch office(s), if any;
  7. The number of directors;
  8. The causes of dissolution of the company, if any; and
  9. The date of establishment of the articles of incorporation.

Q:
Is it possible to modify the article of incorporation with the sole approval from the board of directors for Taiwan company limited?
A:
No, the approval form board of shareholders is required.

Q:
What the punishment would be faced if the article of incorporation is not maintained?
A:
The director who is authorized to represent a limited company and failed to make the articles of incorporation available at the head office of the company shall be imposed with a fine in an amount of not less than NT$ 10,000 but not more than NT$ 50,000. If the company still refuses to make available the articles of incorporation as required, the amount of fine shall be increased to an amount of not less than NT$ 20,000 but not more than NT$ 100,000 consecutively for each non-compliance.

Q:
Is it possible to modify the article of incorporation with the approval from parts of shareholders for Taiwan company limited?
A: A modification of Articles of Incorporation, consolidation or merger and dissolution of a limited company shall be approved by two thirds or more of voting shares of all shareholders.

Q:
How many the representative directors can be elected for a company?
A: A limited company shall have at least one but not more than three directors to execute the business operation and to represent the company who shall be elected from among the shareholders with disposing capacity and shall be approved by two thirds or more of the voting shares of all shareholders. When there are several directors, the Articles of Incorporation may stipulate to have one director to act as the chairman of directors and to represent the company externally; the directors shall elect a chairman of directors from among the directors by a majority vote of all directors.

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