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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/22 08:13
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Chapter Law Content

Chapter I General Principles
Article 1
These Regulations are adopted pursuant to Article 70, Article 72, Article 83 paragraph 5, and Article 95 of the Securities Investment Trust and Consulting Act ("the Act").
Article 2
A securities investment consulting enterprise (SICE) shall establish an internal control system pursuant to Article 93 of the Act.
The operation of a SICE shall be governed by laws and regulations, the enterprise's articles of incorporation, and the internal control system referred to in the preceding paragraph.
The internal control system referred to in paragraph 1 shall be submitted for approval by the SICE's board of directors prior to adoption or to any subsequent amendment, and shall thereafter be retained on file for reference. When the Financial Supervisory Commission (FSC) issues notice requiring amendment of the internal control system, the amendment shall be made within the prescribed period of time.
Article 3
A SICE shall report to the FSC for prior approval of any of the following actions:
1.Changing the company name.
2.Changing the amount of capitalization;
3.Changing its lines of business.
4.Changing the business address of the enterprise or a branch unit;
5.Assigning or taking assignment of all or a major portion of the SICE's or another enterprise's business or assets.
6.Dissolution or merger;
7.Suspension, resumption, or cessation of business.
8.Other matters requiring prior approval pursuant to FSC regulations.
A SICE that applies to the FSC for a suspension of business pursuant to subparagraph 7 of the preceding paragraph shall be limited to one such application only, and the period of suspension may not be in excess of 1 year from the date of approval by the FSC. If, at the end of that period, no application has been made for resumption of business, or if such an application has not been approved by the FSC, the FSC may revoke its business license.
If a SICE suspends business at its own discretion for a period of 3 consecutive months or more without having applied to the FSC for suspension of business in accordance with paragraph 1, subparagraph 7, the FSC may revoke its business license.
Article 4
When a SICE resumes business, it shall fill out an application form, attaching the following documents, and apply to the FSC for approval:
1.An operations plan setting out the operating principles of the business, its internal organization and division of responsibilities, the hiring and training of personnel, the site and facilities, and a forecast of its financial status for the upcoming year.
2.A declaration that none of the circumstances of Article 68 apply to the directors, supervisors, managerial officers, department supervisors, or associated persons of the SICE.
3.The relevant minutes of the board of directors meeting.
4.A register, provided by the Securities Investment Trust and Consulting Association of the R.O.C. ("the SITCA"), of SICE personnel who have passed the review of the qualifications, and documentation evidencing their qualifications.
5.A declaration that the managerial officers, department supervisors, and associated persons are employed exclusively in those positions.
6.A declaration that the application form and its attachments contain no misrepresentation or concealment.
Under any one of the following circumstances, the FSC may deny approval to a SICE that applies to resume business:
1.The content or matters set out in the application documents are discovered to contain misrepresentations.
2.The operations plan lacks specificity or cannot be effectively implemented.
3.Managerial officers, department supervisors, or associated persons do not meet the qualifications of the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Consulting Enterprises.
4.A director, supervisor, managerial officer, department supervisor, or associated person has violated Article 68 of the Act.
5.There is a likelihood that the professional expertise of the responsible person, managerial officers, department supervisors, or associated persons is insufficient for sound and effective management of a SICE.
6.A review finds that the site and facilities, the complement of departments and personnel, or the financial status reported are not in compliance with law and regulation.
Article 5
A SICE shall report any of the following to the FSC via the SITCA within 5 business days after its occurrence:
1.A change of director, supervisor, or manager;
2.A change in the shareholdings of a director, supervisor, or any shareholder holding five percent or more of the total outstanding shares of the enterprise;
3.The occurrence of litigation, non-litigation, or mediation by the SITCA, arising out of business operations or the performance of duties by an associated person;
4.Other matters to be reported pursuant to SFC regulations.
Article 5-1
A SICE that conducts securities investment analysis activities in any mass media shall have internal auditors, who shall be responsible for auditing the finances and operations of the company, and preparing audit reports.
The internal auditors referred to in the preceding paragraph shall meet the qualifications for employee engaging in internal audit business as prescribed in the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Consulting Enterprises.
The audit report referred to in paragraph 1shall include comments on the compliance of the company's finances and operations with relevant laws and regulations and the internal control system of the company.
If a SICE fails to comply with paragraph 1, the FSC may restrict its securities investment analysis activities in the mass media.
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