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Taiwan Company Limited Registration and Change Q&A 14

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Q: Can a legal-person foundation or a foundation be the promoters or shareholders of a company?
A: The shareholder of a company is limited to natural person or legal person. If a foundation does not qualify as legal person, then it cannot be the shareholder of the company. If a legal person would like to be the promoter, the requirements are as follows:
1. Company
2. A legal person that invests in its own-developed expertise or intellectual property rights.
3. Legal person which is operating a category of business that has been recognized and approved to be in conformity with the objective of its incorporation by the central authority in charge of the end enterprise involved.

Q: What are the ways of board resolutions?
A: The calculation of the total number of directors in attendance shall be determined by those who are legally selected and who can be called to attend. If there are vacancy die to statutory dismissal, then the number of people should be deducted accordingly.

Q: Why should shareholder’s meeting be hold?
A: A shareholder’s meeting is usually called by the board of directors. According to the Company Act Article 170, there are 2 types of shareholder’s meeting:
1. Regular meeting of shareholders should be held at least once every year. It shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown. The director who is authorized to represent the company and fails to call a regular shareholders' meeting within the time limit specified in the preceding Paragraph shall be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000.
2. Special meeting of shareholders should be held when necessary.

Q: What is a shareholder’s meeting?
A: A shareholder’s meeting is the highest authority of a company which is formed by all shareholders. It should decide important issues of the company, have the right to elect or dismiss directors and have a right to decide the management of the company.

Q: What should a shareholder’s meeting do?
A:
1. Announce company business performance
2. Decide important issues of the company, such as revising the article of association, significant investment project, bonus distribution, etc.
3. Appointment of directors and supervisors (3 years per term)

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