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Corporate Service - Taiwan

Question

Taiwan Company- Close Company

Answer
Q:
Is it possible for a close company to become a non-close company?
A:
Yes, it is possible. The adoption of transfer into non-close company shall be resolved by a special shareholder meeting. Reversely, non-listing company can proceed along this way as well.

Q:
Does the close company distribute the surplus of earning as a general company once per year?
A:
The distribution of surplus earnings and offset of profit-and-loss shall be proceeded at each end of fiscal year in accordance with Company Act currently. Close company can procced it at end of each half fiscal year.

Q:
Is it required to hold the regular shareholder meeting once per year?
A:
Except for the physical assembly, a close company is allowed to proceed the meeting through video conference or other way which is approved by the competent authority. Under the circumstance of maintenance of each shareholders’ rights, the meeting can be voted in papers instead of a physical assembly for a close company once such proposal is approved by the whole member of shareholders.

Q:
Is it possible for a close company to issue the corporate bonds?
A: Except for private funding for ordinary corporate bonds, the subscribed shares can be transferred into corporate funds as well.

Q:
Is it necessary to reserve the rights of subscription for shareholders and employees upon the issuance of shares for a close company?
A: No, it is not necessary. The close company is not applied to the reservation of subscribed shares for employees and priority of subscribed shares for shareholders in accordance with the article 267th in Company Act.

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