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Q:
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The Articles of Association stipulate that the surplus is distributed according to the proportion of shareholding. Is that possible for one shareholder of the legal person choose not to participate in the surplus distribution?
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A:
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When a limited company distributing the surplus, it shall be distributed according to the proportion of shareholding, which was stated in the Article of Association. If a shareholder indicates that he/she will not participate in the surplus distribution before the distribution, his/her part of the surplus shall be included in the accumulated surplus.
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Q:
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If the shareholder of a limited company has died and the transfer of inheritance has not been completed. Is that possible for the estate administrator to execute the shareholder consent letter to handle the transfer of shareholder capital?
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A:
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When the shareholder of a limited company dies and the transfer of inheritance has not been completed and at the same time if there is a transfer of capital contribution by other shareholders is to be handled, in addition to recording the transfer of the shareholder’s capital in the consent letter, it should also state that “The shareholder (name) has died and the transfer of inheritance has not been completed and all heirs designate (name) as the estate administrator”. The signature shall be signed by the estate administrator.
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Q:
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For the death of a limited company shareholder, in addition to providing the inheritance tax certificate and agreement of partition of the succession, a death certificate is required?
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If you have already provided the certified documents of the inheritance tax and agreement of partition of the succession, you do not need to provide the death certificate.
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Q:
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A company registration includes the business item which required special approval, does the company need to re-apply the approval when adding other business items on change of registration?
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A:
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For a company registration includes licensed business item and registered “All business items that are not prohibited or restricted by law, except those that are subject to special approval”, it does not need to re-apply for a license or approval when adding other non-licensed business items ; However, if the company is to increase other licensed business items, it should apply for approval first.
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Q:
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When a company does not issue shares in full issue, then revise the article of association in the shareholders’ meeting immediately to increase the total capital. How to apply the company registration in this situation?
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According to the Company Act in Taiwan, if the company amends the articles of association to increase the total capital before the issuance of shares in full issue. If this amendment to the articles of association involves amendment to other articles in addition to the increase of total capital. The company may follow the registration for amendment of article of association to provide the application form, the total capital and the total number of shares on the change registration form, which should also record the original registered amount and number of shares, the minutes of shareholders’ meeting, the comparison table of amendments to the articles of association and the articles of association, etc. documents to complete the change registration. At the time of approval by the Ministry of Economic Affairs (MOEA), MOEA will remark that “the amendment of increasing the total capital in the article was not approved on change registration” in the Articles of Association and the approval letter.
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FAQ
