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Taiwan Company – Limited Company by Shares

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Q: Which authority is responsible for making decisions regarding amendments to the articles of association in a limited company by shares? What is the required decision-making process?
A: The articles of association are decided by a shareholders’ meeting. The decision requires the presence of shareholders representing at least two-thirds of the total issued shares, and approval must be obtained by most of the voting rights of those present.

Q: What is the required prescribed period to hold a regular shareholder meeting for a limited company by shares?
A: The regular shareholder meeting shall be held within 6 years at each fiscal year.

Q: How should the registration of share inheritance be handled in the event of the death of a shareholder in a limited company by shares?
A: Upon the death of a shareholder in a limited company by shares, the legal heirs can directly process the share transfer with the company, without the need to submit the inheritance documents to the relevant authorities for resignation. However, if the deceased shareholder held the position of a director or supervisor, the company must register the termination of the deceased director or supervisor’s appointment.

Q: What is the period during which the transfer of shares is suspended?
A: For companies with private issued shares, changes to the shareholder register cannot be made within 30 days prior to the annual general meeting, 15 days prior to an extraordinary general meeting, or 5 days before the record date for dividend distribution or other benefits.
For companies with publicly issued shares, changes to the shareholder register are not allowed within 60 days prior to the annual general meeting or 30 days prior to an extraordinary general meeting. The suspension period is calculated from the date of the meeting or the record date.

Q: Is the transfer of shares effective if the transfer has not been registered with the company?
A: The transfer of registered shares becomes effective upon the endorsement and delivery of the stock certificate. However, until the transfer is registered with the company, the transfer cannot be asserted against the company.

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