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Q：
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Can a capital reduction be proposed as a motion not included in the meeting agenda?
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A：
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No, it must be clearly stated in the notice of meeting with an explanation of its main content. It cannot be proposed as a motion without prior notice.
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Q：
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After a company increases or reduces its capital, how should it proceed if its assets are insufficient to cover its liabilities? Will there be a penalty for inaction?
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A：
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The board of directors must immediately file for bankruptcy. If they fail to do so, the company’s representative directors will be subject to a fine ranging from TWD 20,000 to TWD 100,000.
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Q：
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If the board of directors of a company resolves to issue new shares in the amount of TWD 1,000,000, but only TWD 990,000 is actually subscribed after the capital increase reference date, how should this be handled?
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A：
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The company must convene another board meeting to confirm the final amount of newly issued shares and the reference date for the capital increase before engaging a CPA to perform the capital verification and issue an attestation.
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Q：
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Can a company apply for a capital reduction followed by a capital increase as a combined case for registration of changes? How is the filing period calculated?
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A：
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The application must be submitted within 15 days from each of the respective reference dates for the capital reduction and capital increase to avoid penalties. If the reference dates for the reduction and increase fall within a 15-day period, a combined application may be filed.
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Q：
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Can a company return capital to shareholders in a form other than cash when reducing
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A：
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Yes, a company may return capital using non-cash assets. However, the type of assets to be returned and their equivalent value must be approved by a resolution of the shareholders' meeting (or by unanimous consent of all shareholders in the case of a limited company) and must be verified and certified by a CPA.
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FAQ
