General Corporate Affairs 彙整 - Page 2 of 5

Jolene Chen Newly amended Measures more clearly explain the criteria to be included on the list for serious violations of law and loss of credit, adjust the administrative measures against the parties on the list and modify the timing for enterprises to be removed from the list.

2021 年 10 月 1 日

Ministry of Economic Affairs’s draft amendments on Article 172-2 & 356-8 of the Company Act (Taiwan)

Sean Liu, Jack Hsieh Currently, the Company Act stipulates that companies may hold shareholder meetings via video conferences in accordance with the company’s articles of association. The Ministry of Economic Affairs recently announced on August 30, 2021, the draft amendments […]

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

Whether the Novel Coronavirus Outbreaks Can Serve as the Ground for Adjusting Contract Performance Obligations (Mainland China)

Teresa Huang and Jolene Chen[1] Facing the current grave challenges for controlling the novel coronavirus (“COVID-19”) outbreaks, different parties are in dire straits and the disputes so triggered are no longer avoidable. Particularly for contracts which had been signed before […]

2020 年 3 月 1 日

Whether the Novel Coronavirus Outbreaks Can Serve as the Defense for Nonperformance of Contract (Taiwan)

Teresa Huang and Tiffany Hsiao[1] The novel coronavirus (“COVID-19”) outbreaks in Wuhan of China in December 2019 with ever increasing confirmed infection cases have created fears and anxieties among people all over the world. Governments of various countries have successively […]