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Taiwan Limited Company by Shares – Resolution Items

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Q: Is it required to reserve the number of shares for employees’ subscription upon the issuance of new shares?
A: Reserving a portion of new shares for employee subscription is a mandatory requirement. Therefore, when a company issues new shares, it must reserve 10% to 15% of the shares for employee subscription, in accordance with regulations. If the reserved percentage exceeds or falls short of this range, it constitutes a violation of company law.

Q: What type of meeting resolution is required for a company to dissolve, and what is the method of resolution?
A: A corporation must pass a resolution to dissolve through a special resolution at a shareholders’ meeting. This requires the attendance of shareholders representing at least two-thirds of the total issued shares, and the approval of more than half of the voting rights of the attending shareholders.

Q: What type of meeting resolution is required for a company to amend its articles of incorporation, and what is the method of resolution?
A: To amend its articles of incorporation, a company must pass a special resolution at a shareholders’ meeting. This requires the attendance of shareholders representing at least two-thirds of the total issued shares, and the approval of more than half of the voting rights of the attending shareholders.

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 has the right of termination of contract at any time. The resignation of the managerial officer can be effective immediately after submitting this request to the company, without more than half of the directors’ agreement.

Q: Is it necessary to register a company when establishing additional branch offices? Should business locations or contact points outside the registered company address be registered?
A: When a company adds business locations such as branch offices or supply stations to expand its operations, current regulations do not prohibit this. If these business units are small and do not meet the conditions for establishing a company, there is no need to register them as a company.

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