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Taiwan Company Limited Registration and Change Q&A 10

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Q: Can a company limited decide the capital reduction of each shareholder not according to proportion?
A: The Company Act stipulates that the reduction of capital must be done according to shareholder’s share proportion due to fairness.

Q:
Is it necessary for a company limited to handle capital reduction and increase registration jointly? Can the base date mark on the same day?
A:
The reduction of capital is to make up for its losses and must introduce new funds at the same time, therefore the documents must be sent for registration at the same time. But the base date cannot be marked on the same day.

Q:
Can the article of association be revised to increase the total capital, even if the original capital of a company limited has not yet been fully issued?
A:
According to the Company Act, the company must first issue all original shares before changing its article of association to increase the capital.

Q:
Can the warrant holder be a part-time employee for the employee share subscription warrant?
A:
In order to prevent the damage of rights and interest of shareholders due to an extensive number of receivers of the employee share subscription warrant, the warrant should be targeted to full-time employee only.

Q:
What are the format and crucial record items in the employee share subscription warrant?
A:
The employee share subscription warrant is a nature of contract between the company and the employee. The warrant should clearly mark the rights and responsibilities of both parties, therefore it should include the following items: 1. The issuer 2. Date of issuance 3. Shareholder 4. The number and type of share subscripted 5. Subscription price and its adjustment 6. The period of rights 7. Method of performance, for other items, the company can mark freely according to the principle of contract freedom.

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