2021 年 8 月 1 日

Opinion of the Supreme People’s Court on Developing the Pilot for Recognition of and Assistance in Bankruptcy Proceedings in the Hong Kong Special Administrative Region (Mainland China)

Joyce Wen On May 11, 2021, the Supreme People’s Court issued the Opinion on Developing the Pilot for Recognition of and Assistance in Bankruptcy Proceedings in the Hong Kong Special Administrative Region (the “Pilot Opinion”).  The Pilot Opinion designated the […]
2021 年 6 月 1 日

A company shall not act as a guarantor except as otherwise provided by law or the company’s articles of incorporation (Taiwan)

Albert Yen The Supreme Administrative Court rendered the 109-Tai-Shang-2623 Decision of November 4, 2020 (hereinafter, the “Decision”), holding that a company shall not act as a guarantor except as otherwise provided by law or the company’s articles of incorporationa company. […]
2021 年 3 月 1 日

Interpretation (I) of the Supreme People’s Court on the Application of Law in Labor Dispute Trials (Mainland China)

Joyce Wen On December 29, 2020, the Supreme People’s Court Decision on the Abolition of Some Judicial Interpretations and Related Normative Documents abolished the Interpretations (I through IV) of the Supreme People’s Court on the Application of Law in Labor […]
2021 年 2 月 1 日

Announcement of the Ministry of Finance and the State Taxation Administration on the Pre-tax Deduction of Advertising and Business Promotion Expenses (Mainland China)

Joyce Wen The Ministry of Finance and the State Taxation Administration issued the Announcement on the Pre-tax Deduction of Advertising and Business Promotion Expenses (the “Announcement”) on November 27, 2020.  The Announcement is effective from January 1, 2021 to December […]
2021 年 2 月 1 日

A company may exercise the right of disgorgement if directors fail to explain to the shareholders’ meeting and obtain its approval of the material content of an act done for themselves or on behalf of another person engaged within the scope of the company’s business. In case of any damage to the company in consequence of such act, the company may seek compensation in accordance with Article 544 of the Civil Code (Taiwan)

Angela Wu The Supreme Court rendered the 109-Tai-Shang-273 Decision of October 8, 2020 (hereinafter, the “Decision”), holding that a company may exercise the right of disgorgement if directors fail to explain to the shareholders’ meeting and obtain its approval of […]
2020 年 12 月 1 日

If a shareholders’ meeting has been objectively convened via a board resolution, and a resolution has been lawfully adopted, this resolution is then not absolutely invalid or non-existent; and even if the resolution to convene the meeting is defective, this would only give rise to the issue of filing a complaint with the court to revoke this resolution (Taiwan)

Albert Yen The Supreme Court rendered the 109-Tai-Shang-922 Decision of June 24, 2020 (hereinafter, the “Decision”), holding that if a shareholders’ meeting has been objectively convened via a board resolution, and a resolution has been lawfully adopted, this resolution is […]
2020 年 12 月 1 日

Announcement of the Ministry of Finance and the State Administration of Taxation on Clarifying the Policy for Value-added Tax Policy on Free Transfer of Shares and Others (Mainland China)

Joyce Wen On 29 September 2020, the Ministry of Finance and the General Administration of Taxation issued the Announcement on Clarifying the Policy for Value-Added Tax on Free Transfer of Shares and Others (the “Announcement”).  The Announcement focuses on clarifying […]
2020 年 10 月 1 日

The prohibition against dual representatives under Article 223 of the Company Act is not a compulsory requirement (Taiwan)

Jhen-Yi Chen The Tainan Branch of the Taiwan High Court rendered the 108-Zhong-Shang-48 Decision of April 14, 2020 (hereinafter, the “Decision”), holding that since the legislative objective of Article 223 of the Company Act to prohibit dual representatives is to […]
2020 年 10 月 1 日

The Deed Tax Law of the People’s Republic of China (Mainland China)

Joyce Wen On August 11, 2020, the Standing Committee of the National People’s Congress promulgated the Deed Tax Law of the People’s Republic of China (the “Deed Law”).  The Deed Law elevates deed tax regulations from an administrative regulation level […]
2020 年 9 月 1 日

Circular of the General Office of the Ministry of Commerce and the General Office of the General Administration on Market Regulations to Further Improve the Foreign Investment Information Reporting System and Ex Post Supervision (Mainland China)

Joyce Wen On June 30, 2020, the General Office of the Ministry of Commerce and the General Office of the State Administration for Market Regulation issued the Circular on Further Improvements to the Foreign Investment Reporting System and Ex Post […]
2020 年 9 月 1 日

If the company registration authority subsequently finds that the original approval is illegal for inconformity with the factual state, the relevant disposition may be canceled (Taiwan)

Nora Shih The Taichung High Administrative Court rendered the 108-Su-321 Decision of April 9, 2020 (hereinafter, the “Decision”), holding that if the authority that formally reviews documents attached to a company registration application before granting an approval subsequently finds that […]
2020 年 8 月 1 日

When a shareholder of a company limited by shares transfers his/her capital contribution out of a relationship involving no compensation, another shareholder that exercises a pre-emptive right shall not assert that the transfer should be received without compensation (Taiwan)

Sean Tsou The Supreme Court rendered the 109-Tai-Shang-193 Decision of March 19, 2020 (hereinafter, the “Decision”), holding that if a shareholder transfers his/her capital contribution to another person out of a relationship involving no compensation (e.g., borrowing another person’s name […]
2020 年 4 月 1 日

A controlling company shall be held liable if it that directly or indirectly causes its affiliated company to operate in manners not consistent with normal business practice or resulting in other disadvantages without providing proper compensation to an extent that results in damage to the affiliated company (Taiwan)

Tiffany Hsiao The Supreme Court rendered the 107-Tai-Shang-4182 Decision of August 29, 2019 (hereinafter, the “Decision”), holding that a controlling company shall be held liable if it that directly or indirectly causes its affiliated company to operate in manners not […]
2020 年 3 月 1 日

Although Article 16, Paragraph 1 of the Company Law specifically provides that a company shall not serve as a guarantor, still it may jointly issue or endorse checks (Taiwan)

Teresa Huang The Supreme Court rendered the 108-Tai-Shang-779 Decision of August 14, 2019 (hereinafter, the “Decision”), holding that although Article 16, Paragraph 1 of the Company Law specifically provides that a company shall not serve as a guarantor, still a […]
2020 年 3 月 1 日

Regulations on the Implementation of the Foreign Investment Law of the People’s Republic of China (Mainland China)

Karl Zhang On December 12, 2019, the 74th executive meeting of the State Council adopted the Regulations on the Implementation of the Foreign Investment Law of the People’s Republic of China (the “Regulations”) and announced on the 26th of the […]
2019 年 12 月 31 日

The corporate bond holders’ exercise of the conversion right is still subject to the restrictions on the conversion terms under the conversion rules (Taiwan)

Sean Tsou The Supreme Court rendered the 108-Tai-Shang-640 Decision of June 12, 2019 (hereinafter, the “Decision”), holding that the exercise of the conversion right by corporate bond holders is still subject to the restrictions on the conversion right under the […]
2019 年 11 月 30 日

Amending the Measures for the Administration of Major Assets Restructurings of Listed Companies (Mainland China)

Karl Zhang The China Securities Regulatory Commission (the “CSRC”) reviewed and approved the Decision on Amending the Measures for the Administration of Major Asset Restructurings of Listed Companies (the “Decision” on “Restructure Measures”) in the 3rd executive meeting of the […]
2019 年 9 月 30 日

Analysis of Compulsory Transfer of Shares (Equity) – Comparison of Company Laws of Taiwan and the People’s Republic of China (Taiwan)

Emily Chueh Article 163 of the Company Law of Taiwan provides: “Unless as otherwise provided for in this Law, assignment/transfer of shares of a company shall not be prohibited or restricted by any provision in the Articles of Incorporation.”  Basically, […]
2019 年 8 月 31 日

Circular on the Promotion of Fair Competition in Government Procurement and the Optimization of the Business Environment (Mainland China)

Joyce Wen The Ministry of Finance issued the Circular on the Promotion of Fair Competition in Government Procurement and the Optimization of the Business Environment (the “Circular”) on July 26, 2019.  The Circular stipulates several measures to promote fair competition […]
2019 年 7 月 31 日

If a company’s legal representative and the company are requested to assume joint and several liability for compensation pursuant to Article 23, Paragraph 2 of the Company Act, the statute of limitations for tort damages claims under the Civil Code should apply (Taiwan)

2019.5.2 Alex Liao The Supreme Court rendered the 107-Tai-Shang-1498 Civil Decision of May 2, 2019 (hereinafter, the “Decision”), holding that if a victim requests that a company’s legal representative and the company assume joint and several liability for compensation pursuant […]
2019 年 7 月 31 日

Endorsement and delivery of a stock are the only means to transfer a registered stock. If this requirement is violated, the transfer will not be effective. Even if an individual has been recorded as a shareholder of the company, this still does not undermine the right that may be exercised by a true shareholder over the company (Taiwan)

2019.1.30 Yi-Shan Cheng The Taiwan High Court rendered the 107-Shang-1132 Civil Decision of January 30, 2019 (hereinafter, the “Decision”), holding that endorsement and delivery of a stock are the only means to transfer a registered stock.  If this requirement is […]
2019 年 6 月 30 日

If an incompetent director still serves as a director at the end of oral arguments at the trial court, a protection institution may request the court to remove the director, and this shall not be limited to the circumstance where such director is subject to removal by court order during the tenure (Taiwan)

2019.3.27 Sean Tsou The Supreme Court rendered the 108-Tai-Shang-403 Civil Decision of March 27, 2019 (hereinafter, the “Decision”), holding that if an incompetent director still serves as a director at the end of oral arguments at the trial court, a […]
2019 年 5 月 31 日

Measures for the Administration of the Foreign Exchange Business of Payment Institutions (Mainland China)

2019.4.29 Karl Zhang On April 29, 2019, the State Administration of Foreign Exchange promulgated the Measures for the Administration of the Foreign Exchange Business of Payment Institution (the “Measures”), which came into effect on the day of promulgation, and the […]
2019 年 5 月 31 日

Provisions of the Supreme People’s Court on the Application of the Company Law of the People’s Republic of China (5) (Mainland China)

2019.4.28 Jolene Chen On April 28, 2018, the Supreme People’s Court promulgated the Provisions on the Application of the Company Law the People’s Republic of China (5) (the “Provisions”), which will go into effect on April 29, 2019.  The contents […]
2019 年 4 月 30 日

Announcement of the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs on Policies for Deepening Value-Added Tax Reform (Mainland China)

2019.3.20 Karl Zhang The Ministry of Finance, the State Administration of Taxation and the General Administration of Customs recently released a joint announcement on deepening value-added tax reform (the “Announcement”).  The Announcement mainly includes the adjustment of the VAT rate, […]
2019 年 4 月 30 日

Announcement of the Ministry of Finance and the State Administration of Taxation on Relevant Individual Income Tax Policies for Non-Resident Individuals and Resident Individuals Who Are Not Domiciled in China (No. 35 Announcement of 2019 from the Ministry of Finance and the State Administration of Taxation) (Mainland China)

2019.3.14 Karl Zhang To implement the amended Individual Income Tax Law of the People’s Republic of China (the “Tax Law”) and the Regulations on the Implementation of the Individual Income Tax Law of the People’s Republic of China (the “Implementation […]
2019 年 4 月 30 日

Foreign Investment Law (Mainland China)

2019.3.15 Karl Zhang The National People’s Congress recently reviewed and approved the Foreign Investment Law of the People’s Republic of China (the “Law”) to set down corresponding provisions on foreign investment in China.  The Law, which will go into effect […]
2019 年 3 月 31 日

Provisions on the Supervision and Administration of Safety in Maritime Transport of Solid Bulk Cargo (Mainland China)

2019.1.28 Di Wu The Ministry of Transport recently issued the Provisions on the Supervision and Administration of Safety in Maritime Transport of Solid Bulk Cargo (the “Provisions”) to set out the general provisions, report management, administration of operations, personnel protection, […]
2019 年 3 月 31 日

The use of a “voting agreement” to stipulate chairman, director and supervisor candidates should be invalid (Taiwan)

2018.10.23 Grace Chiang The Taiwan High Court rendered the 107-Chung-Shang-402 Civil Decision of October 23, 2018 (hereinafter, the “Decision”), holding that the use of a “voting agreement” to stipulate chairman, director and supervisor candidates should be invalid. The Appellant in […]
2019 年 3 月 31 日

Circular of the State Council on Issuing the Notification on the Implementation Plan for National Vocational Education Reform (Mainland China)

2019.1.24 Di Wu Recently, the State Council issued a circular to announce the Implementation Plan for National Vocational Education Reform (the “Plan”). The Plan primarily covers the improvement of the vocational education system, the development of the national standards for […]