General-Corporate-Incorporation 彙整

2017 年 10 月 31 日

If the complete supporting documentation under Article 192-1, Paragraph 4 of the Company Law for a director candidate nominated by shareholders is not attached, the board of directors may exclude such nominee from the list of candidates without sending a correction notice after verifying such circumstance (Taiwan)

2017.6.30 Grace Chiang The Taiwan High Court rendered the 106-Shang-254 Civil Decision of June 30, 2017 (hereinafter, the “Decision”), holding that if the complete supporting documentation under Article 192-1, Paragraph 4 of the Company Law for a director candidate nominated […]

2017 年 9 月 30 日

Circular of the Supreme People’s Court Concerning Opinions on Further Enhancement of Judicial Work in the Financial Sector(Mainland China)

2017.8.4 Yenchu Chen On August 4, 2017, the Supreme People’s Court issued the Opinions on Further Enhancement of Judicial Work in the Financial Sector (the “Opinions”) to provide guidance on the trials involving the financial sector. The Opinions were promulgated […]

2017 年 9 月 30 日

Reasons for filing a complaint to remove directors or supervisors by a securities or futures market protection institution for any act that impairs the company or violates any law or regulation or the articles of incorporation shall not be limited to the current tenure of such directors or supervisors at the time of complaint(Taiwan)

2017.7.6 Grace Chiang The Supreme Court rendered the 106-Tai-Shang-177 Civil Decision of July 6, 2017 (hereinafter, the “Decision”), holding that the reasons for filing a complaint to remove directors or supervisors by a securities and futures market protection institution in […]

2017 年 9 月 30 日

An external legal act of a chairman shall not be effective to the company if it is obviously known to the trading counterpart that the legal act is not approved by way of a resolution in a board meeting or if the resolution is defective(Taiwan)

2017.7.13 Angela Wu The Supreme Court rendered the 106-Tai-Shang-133 Civil Decision of July 13, 2017 (hereinafter, the “Decision”), holding that an external legal act of a chairman shall not be effective to the company if it is obviously known to […]

2017 年 8 月 31 日

Decision of the Ministry of Commerce on Amending the Interim Administrative Measures for the Incorporation and Amendment Recordation of Foreign-invested Enterprises (2017)(Mainland China)

2017.7.30 Yenchu Chen With respect to foreign investors acquire non-foreign-invested enterprises in China and engage in strategic investments in listed companies that do not involve special administrative measures, and the application of recordation administration to acquisitions of related entities, the […]

2017 年 8 月 8 日

The cumulative loss stipulated in the proviso of Article 235-1 of the Company Law shall include the amount of the cumulative loss adjusted due to the accounting process during the year(Taiwan)

Angela Wu The Ministry of Economic Affairs issued the Jing-Shang-10502409260 Directive of April 15, 2016 (hereinafter, the “Directive”), pointing out that the cumulative loss stipulated in the proviso of Article 235-1 of the Company Law shall include the amount of […]

2017 年 8 月 8 日

The Legislative Yuan adopted the amendment of Business Registration Law(Taiwan)

Jenny Chen The Legislative Yuan adopted the Business Registration Law as amended (hereinafter, the “Law”) on April 19, 2016. The amendments are highlighted below: 1. Article 5, Paragraph 2 of the Law was revised to specifically stipulate that with respect […]

2017 年 8 月 8 日

Solicitation of Opinions for Company Law Interpretation (IV) of the Supreme People’s Court(Mainland China)

James Cheng On April 24, 2016, the Supreme People’s Court prepared the Solicitation of Opinions for Provisions on Addressing Issues of the Applicability of the Company Law of the People’s Republic of China (IV) (the “Solicitation”). The Solicitation seeks to […]

2017 年 8 月 8 日

Circular of the Ministry of Finance, the General Administration of Customs and the State Administration of Taxation on the Import Tariff Policy for Cross-border E-Commerce Retail(Mainland China)

James Cheng On March 24, 2016, the Ministry of Finance, the General Administration of Customs and the State Administration of Taxation jointly promulgated the Circular on the Import Tariff Policy for Cross-border E-Commerce Retail (Cai Guan Shui [2016] No. 18; […]

2017 年 8 月 8 日

State Council Amending 66 Administrative Provisions Relating to Approval and Price Reform(Mainland China)

James Cheng On February 6, 2016, the State Council promulgated the Decision on Amendments to Specific Administrative Laws (State Council Directive No. 666; hereinafter, the “Decision”), which, starting from the day of promulgation, amends 66 administrative provisions pertaining to administrative […]

2017 年 8 月 8 日

Opinions Issued by the State Council to Promote the Creation of A Tracing System for Enterprises in Manufacturing and Operating Specific Key Products(Mainland China)

James Cheng On January 12, 2016, the Chinese Government Network issued the Opinions of the General Office of the State Council on Accelerated Promotion of the Creation of a Tracing System for Enterprises in Manufacturing and Operating Specific Key Products […]

2017 年 8 月 8 日

When a company asserts the issuing date of a promissory note is not specified by its legal representative and requests examination, if the court fails to conduct such examination and to indicate why such assertion is not acceptable, the court is certainly unlawful(Taiwan)

Jonathan Chao The Supreme Court rendered the 104-Tai-Shang-2045 Civil Decision of October 28, 2015 (hereinafter, the “Decision”). According to the Decision, when a company asserts the issue date of a promissory note is not specified by its legal representative and […]

2017 年 8 月 8 日

Decision of the State Administration of Industry and Commerce on Abolishing and Amending Certain Administrative Rules for Industry and Commerce(Mainland China)

James Cheng On April 29, 2016, the State Administration of Industry and Commerce promulgated the Decision of the State Administration of Industry and Commerce on Abolishing and Amending Certain Administrative Rules for Industry and Commerce (hereinafter, the “Decision”). After sorting […]

2017 年 8 月 8 日

When the only shareholder (director) of a limited company is deceased, the requirements for inheritance under the Civil Code shall be followed first, and this may not necessarily constitute ground for the statutory dissolution of the company(Taiwan)

2017.01.10 Jenny Chen The Ministry of Justice issued the Fa-Lu-10503514810 Circular of January 10, 2017 to communicate that when the only shareholder (director) of a limited company is deceased, the requirements for inheritance under the Civil Code shall be followed […]

2017 年 8 月 8 日

Supplementary Circular of the Ministry of Finance and the State Administration of Taxation on Issues Arising From Value-added Tax Policies for Asset Management Products(Mainland China)

2017.01.06 James Cheng The Ministry of Finance and the State Administration of Taxation issued the Supplemental Circular on Issues Arising From Value-added Tax Policies for Asset Management Products (Cai Shui [20170 No. 2) ( the “Circular”) on January 6, 2017. […]

2017 年 8 月 8 日

The Environmental Protection Tax Law

2016.12.25 James Cheng On March 15, 2015, the National People’s Congress adopted a decision to amend the Legislative Law by adding a new taxation principle to Article 8. To wit, basic tax regime matters such as the creation of tax […]

2017 年 8 月 8 日

Announcement of the State Administration of Taxation on Issues Concerning Enterprise Income Taxes

2016.12.09 James Cheng The State Administration of Taxation promulgated the Announcement on Issues Relating to Enterprise Income Taxes (the “Announcement”) on December 9, 2016. The Announcement set the following requirements regarding enterprise income taxes in accordance with the Enterprise Income […]

2017 年 8 月 8 日

The Payment by Installment Provisions in the Contract Law Do Not Apply to Contracts for Payment by Installments on Share Transfer(Mainland China)

2016.09.19 James Cheng On September 19, 2016, the Supreme People’s Court issued Guidance Case No. 67 (dispute over share transfer between Changlong Tang and Shihai Zhou; hereinafter the “Case”). Since a contract for payment by installments on share transfer is […]

2017 年 8 月 8 日

Issues Concerning the Collection and Administration of Income Tax on Stock Incentives and Technology Shares(Mainland China)

2016.09.28 James Cheng To put in action the Circular on Improving the Income Tax Policy for Stock Incentives and Technology Shares (Cai Sui [2016] No. 101, the “Circular”) promulgated by the Ministry of Finance and the State Administration of Taxation […]

2017 年 8 月 8 日

The Interim Administrative Measures on the Administration of Recordation for the Establishment of and Changes to Foreign- Invested Enterprises(Mainland China)

2016.10.08 James Cheng On October 8, 2016, the Ministry of Commerce promulgated the Interim Administrative Measures for the Administration of Recordation for the Establishment of and Changes to Foreign-Invested Enterprises (the “Measures”), which came into effect on the day of […]

2017 年 8 月 8 日

When amendment registration of a business is required as a result of inheritance, the application should be filed by the responsible person of the business so inherited(Taiwan)

2016.09.06 Angela Wu The Ministry of Economic Affairs promulgated Articles 3 and 8 of the Regulations Governing Business Registration Application (hereinafter, the “Regulations”) as amended via the MOEA-Jing-Shang-10502425880 Directive of September 6, 2016. The Regulations are highlighted below: 1. To […]

2017 年 8 月 8 日

Circular of the Ministry of Finance and the State Administration of Taxation on the Effective Implementation of Income Tax Policies on Equity Incentives and Technology Shares(Mainland China)

2016.09.20 James Cheng On September 20, 2016, the Ministry of Finance and the State Administration of Taxation jointly issued the Circular of the Ministry of Finance and the State Administration of Taxation on the Effective Implementation of Income Tax Policies […]

2017 年 8 月 8 日

Decision of the National People’s Congress on the Amendment of the Law of the People’s Republic of China on Foreign-funded Enterprises and Three Other Laws(Mainland China)

2016.09.03 James Cheng On September 3, 3016, the National People’s Congress promulgated the Decision on the Amendment of the Law of the People’s Republic of China on Foreign-funded Enterprises and Three Other Laws (hereinafter, the “Decision”). The four laws being […]

2017 年 8 月 8 日

The record date for a company’s declaration of dividends should not be set within the period in which dissenting shareholders may request buyback under Article 12, Paragraph 2 of the Business Mergers and Acquisitions Law(Taiwan)

2016.07.22 Lenore Chen The Ministry of Economic Affairs issued the Jing-Shang-10502421440 Circular of July 22, 2016 (hereinafter, the “Circular”) to communicate that the record date for a company’s declaration of dividends should not be set within the period in which […]

2017 年 8 月 8 日

Announcement of the State Administration of Taxation on Issues in the Administration of Tax Collections under the Pilot Program of Replacing Business Taxes with Value-added Taxes(Mainland China)

2016.08.18 James Cheng On August 18, 2016, the State Administration of Taxation issued the Announcement on Issues in the Administration of Tax Collections under the Pilot Program of Replacing Business Taxes with Value-added Taxes (the “Announcement”). Since the general launch […]

2017 年 8 月 8 日

Circular on Tax Policies for Technology Company Incubators(Mainland China)

2016.08.11 James Cheng On August 26, 2016, the Ministry of Finance and the State Administration of Taxation issued the Notice on Tax Policies for Technology Company Incubators (hereinafter, the “Circular”), which provides that industry incubators that meet applicable requirements (including […]

2017 年 6 月 30 日

For a shareholders’ meeting is called pursuant to a resolution adopted by a board meeting which is invalid due to illegal convocation procedure, it should not be directly concluded that a resolution adopted during the shareholders’ meeting does not stand or is invalid since the shareholders’ meeting still convened based on what appears to be a resolution adopted by the board of directors(Taiwan)

2017.3.7 Angela Wu The Supreme Court rendered the 106-Tai-Shang-57 Civil Decision of March 7, 2017 (hereinafter, the “Decision”), holding that for a shareholders’ meeting convened pursuant to a resolution adopted by a board meeting which is invalid due to illegal […]

2017 年 5 月 31 日

Announcement of the State Administration of Taxation on Further Clarifications on the Tax Collection and Administration for the Program of Collecting Value-added Taxes in Lieu of Business Taxes(Mainland China)

2017.4.20 James Cheng The State Administration of Taxation promulgated the Announcement of the State Administration of Taxation on Further Clarifications on the Tax Collection and Administration for the Program of Collecting Value-added Taxes in Lieu of Business Taxes (the “Announcement”) […]

2017 年 4 月 30 日

Administrative Measures on the Approval and Recordation of Enterprise Investment Projects(Mainland China)

2017.3.8 James Cheng On March 22, 2017, the National Development and Reform Commission promulgated the Administrative Measures on the Approval and Recordation of Enterprise Investment Projects (the “Administrative Measures”), which came into effect on April 8, 2017. The Administrative Measures […]

2017 年 4 月 30 日

Provisions from the Shanghai Municipality on Encouraging the Establishment of Regional Headquarters by Transnational Corporations(Mainland China)

2017.1.27 James Cheng The Shanghai Municipal People’s Government promulgated the amendments to the Provisions of the Shanghai Municipality on Encouraging the Establishment of Regional Headquarters by Transnational Corporations (the “Regional Headquarters Provisions”) on January 27, 2017 to optimize Shanghai’s environment […]