474
[ESTABLISHING A BUSINESS ENTITY IN TAIWAN]
price acceptable to the company first and then seek a court order to determine the fair market price. Shareholders may exercise their appraisal rights by serving written notice on the company prior to or at the related shareholders' meeting and/or by raising and registering an objection at the shareholders' meeting. Right to cancel shareholders' resolutions Shareholders have the right to sue for the annulment of any resolution approved at a shareholders' meeting where the procedures were legally defective within 30 days after the date of the shareholders' meeting. However, if the court is of the opinion that such violation is not material and does not affect the result of the resolution, the court may reject or dismiss the shareholder’s lawsuit. If the substance of a resolution adopted at a shareholders' meeting contradicts any applicable law or regulation or the articles of incorporation of the company, a shareholder may bring a suit to determine the validity of such resolution. Right to sue and remove directors or supervisors One or more shareholders who have held 1% or more of the issued and outstanding shares of a company for a period of six months or longer may require a supervisor to bring a derivative action on behalf of the company against a director as a result of the director's unlawful actions or failure to act. One or more shareholders who have held 3% or more of the issued and outstanding shares may institute an action with a court to remove a director/supervisor who has materially violated the applicable laws or the articles of incorporation of the company or has materially damaged the interests of the company if a resolution for removal on such
grounds has first been voted on and rejected by the shareholders and such suit is filed within 30 days of such shareholders' meeting. Right to review and receive financial reports and statements The shareholder shall have the right to review and receive the annual financial reports and statements prepared by the board of directors, audited by the supervisor (s) and accepted at the shareholders' meeting. Right to inspect the business, accounts, property, particular item of the company One or more shareholders who have held 1% or more of the issued and outstanding shares for six months or longer may request a court to appoint an inspector to examine the books, accounts and financial conditions of the company. The court may, if it deems necessary based on the inspector’s report, order the supervisor to convene the shareholders' meeting. 4. Foreign Investment, Thin Capitalisation, Residency and Material Visa Restrictions
Any significant barriers to entry for an offshore party
•
In 1988, the government of Taiwan promulgated a set of guidelines called the "Negative List", which was last amended on February 8, 2018. These guidelines set forth the sectors in Taiwan in which foreign investment is either restricted or prohibited. Sectors not on the Negative List are open to foreign investment without any restriction. Foreign investors are legally granted the right to remit their entire annual investment return out of Taiwan. If a foreign investor transfers its investment upon government approval, the investor is guaranteed by law
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator