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我國公司法於民國(下同)10471日修正公布第十三節閉鎖性股份有限公司,並經行政院決定自10494日開始施行。閉鎖性股份有限公司係指股東人數不超過五十人,並於章程定有股份轉讓限制之非公開發行股票公司。該次修正包含以下七大特色:(1)出資型態的多樣化、(2)可發行複數特別股、(3)股東會開會方式及表決權行使大幅簡化、(4)每半年即可分派盈餘、(5)得發行無票面金額股份、(6)股東可決定表決權行使比例(一股多權)、(7)得私募轉換公司債、附認股權公司債(詳細介紹請參考本部落格【閉鎖型公司特色介紹 / 黃翔彥律師】一文http://zoomlaw.pixnet.net/blog/post/61121815-%E9%96%89%E9%8E%96%E5%9E%8B%E5%85%AC%E5%8F%B8%E7%89%B9%E8%89%B2%E4%BB%8B%E7%B4%B9-----%E9%BB%83%E7%BF%94%E5%BD%A5%E5%BE%8B%E5%B8%AB)。閉鎖性股份公司制度上線一年多,目前申請設立之公司已達330多家。

10471日該次公司法修正,雖新增閉鎖性股份有限公司一節規定,但整體公司法仍是以傳統製造業大型企業為規範對象所設計。然而,我國企業規模仍以中小企業為主,故蔡英文總統於10510月底召開執政決策協調會議,拍板決定大修公司法,讓公司法律規範「大小分流」。此次修法目前由國家發展委員會及經濟部討論研議中,預計年底將法案送進立法院,並於明年通過施行。

此次公司法修法面向包含:(1)公司籌資制度與股本、會計、審計相關規範、(2)公司治理、(3)公司登記(採數位化登記)及組織(包含公司種類增減與轉換、關係企業、社會企業等)、(4)股東權益、股東會及清算相關規範。以因應新創產業出現所產生數位經濟之發展趨勢。目前較為確定的是修法後資本制度彈性化、出資多元化,原本只適用於閉鎖型公司的特別股、無票面金額制度,將研議放寬到所有非公開發行公司。


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In this article, we will advise you on the steps to be taken and costs involved to set up and to register a company. We will also give advice about your legal obligations as a company director and company officers.

Steps to incorporate a company:

There are a few things for you to consider before incorporating a company. This include whether a company is the right business structure, choosing a company name, decide how the company operate, understanding the legal obligation of a company and its officeholders, gathering consent of persons involved in the company before registering a company.

At this stage, you should make sure that you have fully understand what your legal obligations will be if you become a company officeholder. Once you register your company in Australia with the Australian Securities and Investments Commission (ASIC), your company can conduct business throughout Australia without the need to register in individual states and territories (s117 Corporations Act 2001). However please note that your registered business name would not be the same as registering a company. Registration or use of a business name does not create a legal entity (only when registering a company) or allow the use of privileges to which a company is entitled.

Reserving your company name:

It is common practice for someone to register their business as Pty Ltd. The word ‘Pty Ltd’ is the abbreviation of ‘Proprietary Limited’. This means that the liability of the company’s members is limited to the amount unpaid on their shares. A company would come into existence at the beginning of the day on which it is registered (s119 Corporations Act 2001) until it is deregistered (Chapter 5A Corporations Act 2001).

It is important to check your business name availability and to see whether your chosen business name has been previously registered. By doing so, you would need to check if your proposed business name is similar or identical to any other registered business or pending trademarks through the ‘check the IP Australia website’.  This is because even if you reserve or register a name for your company, person or corporation with similar registered name may still take action against you. Therefore to prevent this, it is your responsibility to be aware of any problems that might arise for your business name to be similar or likely to confuse from names already registered elsewhere.

Please note it is not necessary for you to give your company a name. You can use your Australian Company Number (ACN) as the name of your company name instead (s118 Corporations Act 2001).

In addition, you can reserve your business name by using form 410. This is to make sure that another person would not take your intended business company name before you register its business name. Once the ASIC approve your company name, they will reserve the name for you for two months. You may however apply to extend the two-month period by lodging another application with a fee. The second application must be lodged before the first two-month reservation period has elapsed. However ASIC would not indefinitely reserve a company name if that prevents other people to use the company name legitimately.

Internal Governance:

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Books and Records:

Pty Ltd. is a share structure proprietary company, limited by shares. This means that your company must not engage in any activity that would require disclosure to investors under Chapter 6D of the Corporations Act 2001 except for an offer of its shares to its employees of the company or a subsidiary of the company or existing members of the company. It is imperative to notify ASIC of any changes of information as soon as possible or at least within 28 days of the change without incurring any lodgment fees. Things you will need to notify ASIC include: when a new director, alternative directors or secretary is appointed, or when a current one ceases, change to the name or residential address of the officeholders, resignation or retirement of officeholders.

Under s286 (1) of the Corporations Act 2001, a company must keep written financial records that correctly record and explain its transactions, financial performance and position. Such financial records are defined in s9 of the Corporations Act 2001 including invoices, receipts orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers, documents of prime entry, working papers and other documents, the method by which financial statements are made up and any adjustments to be made in preparing financial statements. Financial records can be kept electronically but such record must be convertible into hard copy made available within a reasonable time to a person who is entitled to inspect the records under section 288 of the Corporations Act 2001.

Officeholder obligations:

As officeholders, you must follow the requirements set out in the Corporations Act. This include to ensure company details are kept up to date, maintaining various registers and records and to pay the appropriate lodgment and annual review fees to avoid late fees and non-compliance action. Both director and secretary must ordinary reside in Australia. Directors are responsible for managing the company’s business and may be liable for debts incurred by the company at a time when the company is unable to pay those debts fall due.

Disclosure requirements:

Under section 191 of the Corporation Act 2001, if a director of a company who has a material personal interest in a matter that relates to the affairs of the company, he or she must give the other director notice of the interest unless exceptional rules applies.

Written consent requirements and keeping of records:

Both directors and secretary must ordinarily reside in Australia. Written consent must be obtained from directors, the secretary and members. Please note that you must have the relevant consents and agreements when you lodge the application.

Fees:

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Please be aware that a foreign company must either set up a subsidiary company in Taiwan, or to establish a branch in Taiwan. Such company must be recognized by the competent authority before engaging business activities such as selling goods or providing services in Taiwan.

 

The procedure of setting up a subsidiary company includes:

1. Application for registration of the company name.

2. Scope of business.

3. Investment permission application.

4. Capital remittance.

5. Capital verification application.

6. Company registration.

Please note that this is only for the case of a company limited by shares.

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The purpose of this article is designed for foreigners wishing to start a business in Taiwan.

Taiwan can be a great place to live and run a business. However owning or investing in Taiwan with a registered business does not automatically give you the right to stay with work permits.

Nevertheless, Taiwan now has very generous rules for foreigners to get landing visas and visa-exempt entry. There are two job categories for the application of the work permit. Below is our summary for Type A and Type B permits, which are for managerial employees, specialized or technical workers.[1]

Type

Category

Requirements

Corporation

Branch Office

Representative Office

A

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Spain’s most common corporate enterprises

 

There are many kinds of business entities in Spain, but the most frequently found legal structures are:

 

- Limited Liability Company –(“Sociedad de ResponsabilidadLimitada or “S.R.L.”)

- Join Stock Company – (“SociedadAnónima” or “S.A.”)

 

Joint stock companies are the most common type of enterprise in Spain for multinational and listed companies. Nevertheless, Limited liability companies are more frequent, since Spanish corporate law is more flexible for their constitution. For example, to operate a Joint stock company the minimum capital amount required to incorporate a company is much higher.

 

A Joint stock company is a corporate structure generally designed for large corporations and it requires the availability of control mechanisms and complex legal structures. Instead, Limited liability companies are conceived to used for a small or family owned companies. Therefore, the legal structure and mechanisms to operate are less sophisticated than those of a Joint stock company.

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我國商業組織新制度介紹

The New Framework of Business Associations in Taiwan

眾律國際法律事務所製作 By Zoomlaw Attorneys-at-Law

 

1. 閉鎖型公司特色介紹

1. Introducing the Characteristics of Close Company in Taiwan

我國立法院於2015615日三讀通過公司法,最主要修正為增修了第13節的閉鎖性股份有限公司,其特色如下所述:

On 15 th June, 2015, the amendment to Taiwan Company Act is to establish a new category of closely-held company limited by shares as follows:

閉鎖型公司七大特色
Close Company’s 7 characteristics

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閉鎖型公司特色介紹

Introduction the Characteristics of Close Company in Taiwan

眾律國際法律事務所製作 By Zoomlaw Attorneys-at-Law

 

我國立法院於2015615日三讀通過公司法,最主要修正為增修了第13節的閉鎖性股份有限公司,其特色如下所述:

 On 15th June, 2015, the amendment to Taiwan Company Act is to establish a new category of closely-held company limited by shares as follows:

 I.   閉鎖型公司七大特色 Close Company’s 7 characteristics

出資型態的多樣化diversified investment patterns;

可發行複數特別股possibility to issuing multiple special shares

股東會開會方式及表決權行使大幅簡化to simplify the ways to attend shareholders’ meeting and its voting right;

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閉鎖型公司特色介紹

 

立法院於中華民國104年6月15日三讀通過「公司法」,最主要修正為增修了第十三節的閉鎖性股份有限公司,其特色如下所述:

 

 I.   閉鎖型公司七大特色

Ø   出資型態的多樣化;

Ø   可發行複數特別股;

Ø   股東會開會方式及表決權行使大幅簡化;

Ø   每半年即可分派盈餘;

Ø   得發行無票面金額股份;

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