Company Act Article 334Aug. 1, 2018

The provisions of Article 83 to 86, Article 87, Paragraph 3 and 4, Article 89 and Article 90 shall apply mutatis mutandis to liquidation of a company limited by shares.

Subsection 2.Special Liquidation

Same Article Laws

Other Related Laws

Company Act Article 83Aug. 1, 2018

A liquidator shall, within fifteen days after having assumed office, file a report to the court, setting forth his name, domicile or residence, and the date on which he assumed office.

The removal of a liquidator shall be reported to the court by the shareholders within fifteen days.

When a liquidator is appointed by the court, public announcement shall be made, and the same procedure shall be followed when a liquidator is removed.

A person who fails to comply with the time-limit for filing a report as provided for in Paragraph 1 or Paragraph 2 shall be subject to a fine of not less than NT$3,000, but no more than NT$15,000.

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Company Act Article 84Aug. 1, 2018

The duties of a liquidator are as follows:

1.To wind up all pending business;
2.To collect all outstanding debts and to pay off all claims;
3.To allocate surplus or loss; and "4.To allocate the residual assets.

The liquidator in performing the aforesaid duties shall have the power to act on behalf of the company in all litigation matters; however, the transfer of the business including assets and liabilities to others shall be effected only if all shareholders so concur.

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Company Act Article 85Aug. 1, 2018

In case of more than one liquidator, one or more may be selected to represent the company. If no one is so selected, each shall have the power to represent the company toward a third person. The execution of liquidated affairs shall be decided by a majority of liquidators.

Liquidators selected to represent the company shall, by mutatis mutandis application of the provision of Article 83, paragraph 1, file a report to the court.

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Company Act Article 86Aug. 1, 2018

Any restriction imposed upon the power of representation of a liquidator shall not be asserted as a defense against a bona fide third person.

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Company Act Article 87Aug. 1, 2018

The liquidators shall, forthwith upon assuming the office, examine the financial condition of the company and prepare a balance and an inventory of property, and shall deliver the same to all shareholders for their review.

Any person who impedes, refuses or evades the examination to be conducted under the provisions of the preceding Paragraph shall be imposed with a fine in an amount not less than NT$ 20,000 but not more than NT$ 100,000.

The liquidators shall complete the examination within a period of six months; and if the examination can not be completed within the foregoing six month, an application, with good cause shown therein, for extension of the deadline date may be filed with the competent court by the liquidators.

The liquidators who failed to complete the examination within the time limit fixed in the preceding Paragraph shall each be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000.

The liquidators shall, upon request made by any shareholder at any time or from time to time, provide the current status of progress of the liquidation process.

The liquidators who failed to comply with the provision set out in the preceding Paragraph shall be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000.

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