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Taiwan Company Limited Registration and Change Q&A 13

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Q: What are the requirements for a supervisor to call for shareholders’ meeting?
A:
1. In addition to the condition that the board of directors does not or is unable to convene a meeting of shareholders, the supervisors may call a meeting of shareholders when it is deemed necessary.
2. For the benefit of the company. (Company Act Article 220)

Q: What are the ways of resolution for shareholders’ meeting?
A:
1. Ordinary resolution: a resolution adopted by over half of the attending directors attended by shareholders representing over half of the issued shares of the company.
2. Special resolution:  a resolution adopted by over half of the attending directors attended by shareholders representing over half of the issued shares of the company. For public company, if the attending shareholders do not meet the above mentioned criteria, shareholders representing over half of the issued shares of the company shall attend and adopted by over 2/3 of the attending shareholders.

Q: What kind of resolution cannot be proposed in an extempore motion during shareholders’ meeting?
A: Resolution related to election or dismissal of director or supervisor, change of article of association, reduce in capital, application on stop issuing, permission on director’s compete duty, transferring surplus to capital increase, dismissal of company, merger and acquisition, division or items listed in Article 185 Paragraph 1, shall be listed in the shareholders’ meeting notice. Items have not been listed shall not be proposed in an extempore motion session.

Q: Who shall receive the notice to convene shareholders’ meeting?
A: In accordance with the Company Act Article 165 Paragraph 2 and 3, shareholders listed on the register of members prior to the date on which share transfer registration is suspended, shall be the receiver of stock interest and bonus.

Q: What are the limitations on share transferal of promoter?
A: The share transferal if based on a free transferal principal.

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