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Taiwan Company Limited Registration and Change Q&A 5

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Q: What is the definition of remuneration of directors and supervisors?
A: According to the Company Act, the relationship between the company and the directors and supervisors, is considered as an appointment relationship in the Civil Code. If the remuneration of directors and supervisors is not specified in the articles of association, it shall be determined by the shareholders' meeting. Therefore, the "remuneration of directors and supervisors" should refer to the remuneration of directors and supervisors for their services to the company.

Q:
Can the capital reduction base date be set by the shareholders meeting?
A:
Yes, if the company’s shareholders meeting has set a base date for capital reduction, it does not need to be resolved by the board of directors.

Q:
The definition of loss.
A:
According to the Company Act Article 211 Paragraph 1 “In case the loss incurred by a company aggregates to one half of its paid-in capital, the board of directors shall convene and make a report to the most recent meeting of shareholders.” The “loss” refers to the total amount of the accumulated losses recognized by the shareholders’ meeting after the completion of final accounting procedures, together with the company’s net loss for the current year.

Q:
What is the reporting method of company losses?
A:
According to the Company Act Article 211 Paragraph 1, when the loss incurred by a company aggregates to one half of its paid-in capital, the board of directors shall convene and make a report to the most recent meeting of shareholders. “The shareholders’ meeting report” should be a project report or a filing report of reported items. The Company Act has no provisions on it, so it shall depends on the company’s own policy.

Q:
What is the definition of employee?
A:
According to the Company Act Article 235, except for directors and supervisors who are not employees, the company should define whether the other members are employees or not. If the CEO of a company is recognized as an employee, and the chairman concurrently serves as the CEO, then he can enjoy employee bonus based on his employee identity.

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