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Article 1
These Regulations are adopted pursuant to Article 18, paragraph 4 of the Financial Institutions Merger Act (the "Act").
Article 2
For the purposes of these Regulations, "foreign financial institution" means a financial institution organized and registered under the laws of a foreign country, within the scope defined in Article 4, subparagraph 1 of the Act as applied mutatis mutandis.
Article 3
Articles 5 to 7 and Articles 16 and 17 of the Act shall apply mutatis mutandis to a merger or consolidation, general assumption, or general assignment between a foreign financial institution and a domestic financial institution.
Subject to the preceding paragraph, when a merger or consolidation, general assumption, or general assignment is conducted between a foreign financial institution and a domestic financial institution, the procedures for related resolutions, notices or public announcements, and protection of the rights and interests of the shareholders and creditors shall be handled by the foreign financial institution under the applicable laws and regulations of the home country of its head office, and by the domestic financial institution under the applicable provisions of the Act.
Article 4
When a foreign financial institution conducts a merger or consolidation, general assumption, or general assignment with a domestic financial institution, it shall designate a litigious and non-litigious agent within the territory of the Republic of China (ROC).
Article 5
When a foreign financial institution applies to the competent authority for permission to conduct a merger or consolidation, general assumption, or general assignment with a domestic financial institution, it shall submit the following documents:
1. Documents required under Article 16 of the Act as applied mutatis mutandis under Article 3 herein, or equivalent documents, and the foreign financial institution shall also attach a certificate of authentication of the shareholders meeting minutes or board of directors meeting minutes.
2. The permission for establishment and operation or the business license (a photocopy may be substituted), and the foreign financial institution shall also attach a certificate of authentication of the photocopy of its permission for establishment and operation or business license.
3. The power of attorney issued by the foreign financial institution to designate the litigious and non-litigious agent in the ROC and a certificate of authentication of the same.
Authentication of the documents referred to in the preceding paragraph shall be conducted by a notary public or an ROC consular official in the home country of the foreign financial institution.
Article 6
When applying for permission for a merger or consolidation, a foreign financial institution shall at the same time apply for permission for establishment and operation under provisions of applicable laws and regulations including the Banking Act, Securities and Exchange Act, Futures Trading Act, Insurance Act, and Trust Enterprise Act, and shall complete business registration and obtain a business license, before it may begin operations.
Unless otherwise stipulated in the merger agreement, when a foreign financial institution assumes the business, assets, and liabilities of a non-surviving domestic financial institution, the scope of the permission for establishment and operation under the preceding paragraph may not exceed the scope of the business locations and business operations so assumed.
Article 7
These Regulations shall come into force from the date of issuance.
Web site:Laws & Regulations Database of The Republic of China