Company Act Article 20

Company Act Article 20Aug. 1, 2018
A company shall, at the end of each fiscal year, submit to its shareholders for their approval or to the shareholders’ meeting for ratification the annual business report, the financial statements, and the surplus earnings distribution or loss make-up proposal. Where a company's equity capital exceeds a certain amount or a company's equity capital does not exceed a certain amount but the company is with a certain scale, the company shall first have its financial statements audited and certified by a certified public accountant. Such certain amount, scale as well as auditing and certification rules shall be prescribed by the central competent authority. The provision set out in this Paragraph shall not apply to the companies whose stocks are offered in public and which are subject to the provisions otherwise stipulated by the competent authority in charge of securities affairs. The provisions of Paragraph One, Article 29 of this Act shall apply, mutatis mutandis, to the appointment, discharge and remuneration of the certified public accountant set forth in the preceding Paragraph. The competent authority may, at any time or from time to time, send its officer(s) to examine or may require, by an order, a company to submit, within a given time limit, the documents and statements set forth in Paragraph I under this Article in accordance with the regulations to be prescribed by the central competent authority. Upon violation the provisions set out respectively in the preceding Paragraphs I or II, the responsible person of the violating company shall be imposed with a fine of not less than NT$ 10,000 but not more than NT$ 50,000; or shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 if the company evades, impedes, or refuses the foregoing examination or fails to make the submission thereof after expiry of the deadline date.

Company Act Article 20Aug. 1, 2018

A company shall, at the end of each fiscal year, submit to its shareholders for their approval or to the shareholders’ meeting for ratification the annual business report, the financial statements, and the surplus earnings distribution or loss make-up proposal.

Where a company's equity capital exceeds a certain amount or a company's equity capital does not exceed a certain amount but the company is with a certain scale, the company shall first have its financial statements audited and certified by a certified public accountant. Such certain amount, scale as well as auditing and certification rules shall be prescribed by the central competent authority. The provision set out in this Paragraph shall not apply to the companies whose stocks are offered in public and which are subject to the provisions otherwise stipulated by the competent authority in charge of securities affairs.

The provisions of Paragraph One, Article 29 of this Act shall apply, mutatis mutandis, to the appointment, discharge and remuneration of the certified public accountant set forth in the preceding Paragraph.

The competent authority may, at any time or from time to time, send its officer(s) to examine or may require, by an order, a company to submit, within a given time limit, the documents and statements set forth in Paragraph I under this Article in accordance with the regulations to be prescribed by the central competent authority.

Upon violation the provisions set out respectively in the preceding Paragraphs I or II, the responsible person of the violating company shall be imposed with a fine of not less than NT$ 10,000 but not more than NT$ 50,000; or shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 if the company evades, impedes, or refuses the foregoing examination or fails to make the submission thereof after expiry of the deadline date.

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Company Act Article 29Aug. 1, 2018
A company may have one or more managerial personnel in accordance with its Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the following provisions provided, however, that if there are higher standards specified in the Articles of Incorporation, such higher standards shall prevail: 1. In the case of an unlimited company or an unlimited company with limited liability shareholders, it shall be decided by a majority of all shareholders with unlimited liability; 2. In the case of a limited company, it shall be decided by a majority of voting shares of all shareholders; 3. In the case of a company limited by shares, it shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company. Under the circumstance of Article 156-4, the competent authority of special approval shall require the company participating in the governmental special bailout program to provide with a self-help plan and may restrict the remuneration of the managerial personnel of such company or impose other necessary restrictions or disposal on such company in accordance with the regulations to be prescribed by the central competent authority. Details >

Company Act Article 29Aug. 1, 2018

A company may have one or more managerial personnel in accordance with its Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the following provisions provided, however, that if there are higher standards specified in the Articles of Incorporation, such higher standards shall prevail:

1. In the case of an unlimited company or an unlimited company with limited liability shareholders, it shall be decided by a majority of all shareholders with unlimited liability;
2. In the case of a limited company, it shall be decided by a majority of voting shares of all shareholders;
3. In the case of a company limited by shares, it shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company.

Under the circumstance of Article 156-4, the competent authority of special approval shall require the company participating in the governmental special bailout program to provide with a self-help plan and may restrict the remuneration of the managerial personnel of such company or impose other necessary restrictions or disposal on such company in accordance with the regulations to be prescribed by the central competent authority.

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