Author: Kevin Chang

This book is based on the latest Company Act (promulgated on August 1, 2018) and is written in a textbook format. It first cites the legal provisions, then presents the legislative rationale, and organizes the interpretations and judgments to provide a systematic introduction and explanation of the structure and practical operation of the Company Act. For beginners, it helps to understand the Company Act and the related disputes. Furthermore, administrative interpretations are extremely important in Company Act and have been increasingly emphasized in national examinations. Therefore, for business owners, this book enhances familiarity with the regulations regarding the operations of boards of directors and shareholders' meetings, understanding the functions of directors and supervisors, and enhancing corporate governance. For practitioners, it offers quick access to and understanding of the important contents of various laws and administrative interpretations. For those aiming to take exams, this book provides efficient preparation, leading to great results. Given the uniformity of laws, thinking about legal issues often requires cross-domain consideration, taking into account their relationships, pros, and cons. Although this book starts from Company Act it also touches on civil law, securities regulations, and other areas, hoping that readers can integrate their knowledge and think thoroughly about relevant issues.

• Chapter 1: General Principles
  Introduction to Companies
  Types of Companies
  Establishment of Companies
  Company Capacity
  Restrictions on Company Activities
  Company Supervision
  Company Officers and Managers
  Company Dissolution
• Chapter 2: Shares and Capital
  Overview of Shares and Capital
  Establishment of a Company
  Shares of a Company Limited by Shares
  Capital Contributions of a Company Limited by Shares
  Issuance of Stocks
  Preferred Shares
  Transfer of Shares
  Cancellation of Shares
• Chapter 3: Shareholders’ Meeting
  Convening Shareholders’ Meetings
  Shareholder Proposal Rights and Meeting Agenda Items
  Proxy Voting Rights
  Special Methods of Meeting Procedure and Voting
  Arrangement, Restriction, and Calculation of Voting Rights
  Shareholders’ Meeting
  Defects in Shareholders' Meeting Resolutions
• Chapter 4: Directors, Board of Directors, and Supervisors
  Directors
  Board of Directors
  Chairman, Vice President, Executive Directors, and Temporary Managers
  Supervisors
• Chapter 5: Accounting of Company Limited by Shares
  Accounting Books
  Reserves
  Distribution of Profits
  Loss Compensation
  Mid-Year Profit Distribution or Loss Allocation
• Chapter 6: Issuance of New Shares and Corporate Bonds
  Issuance of New Shares
  Corporate Bonds
• Chapter 7: Corporate Reorganization
  Overview of Corporate Reorganization
  Procedures and Process of Corporate Reorganization
  Reorganization Creditor’s Rights, Debts, and Shareholder Rights
  Reorganization Managers, Supervisors, and Creditor Meetings
  Reorganization Plan
  Completion of Reorganization
  Termination of Reorganization
• Chapter 8: Liquidation of Company Limited by Shares
  Concept of Liquidation
  Ordinary Liquidation
  Special Liquidation
• Chapter 9: Close Company
  Overview
  Definition of Close Company
  Contributions, No-Par Value Shares, and Preferred Shares
  Corporate Bodies of Close Company
  Profit and Loss, Corporate Bonds, and Issuance of New Shares
  Corporate Type Conversion
• Chapter 10: Corporate Mergers and Acquisitions
  Overview of Corporate Mergers and Acquisitions
  Mergers
  Asset Acquisitions
  Share Acquisitions
  Divisions
  Share Buyout Rights
• Chapter 11: Affiliated Companies
  Overview
  Protection of Interests of Subsidiary Companies
  Information Disclosure and Voting Rights Restrictions
  Future Prospects
• References