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

Print Time:2024/11/22 08:00
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Chapter Law Content

Chapter II Establishment of Securities Investment Trust Enterprises
Article 7
A SITE may be organized only as a company limited by shares, with paid-in capital of no less than NT$300 million.
The minimum paid-in capital under the preceding paragraph shall be fully subscribed by the promoters at the time of promotion.
Article 8
For operation of a SITE, there shall be one or more promoters that is a fund management institution, bank, insurance company, securities firm, or financial holding company meeting the qualifications specified below, and the combined share subscription of such qualified promoter or promoters may be no less than 20% of the first share issue:
1.Fund management institution:
A.Has been established for at least a full 3 years, and has not been sanctioned by the competent authority of its home country for any reason related to fund management during the past 3 years.
B.Has experience in the management or operation of international securities investment trust fund business.
C.Among the assets managed by the institution and its controlling or subordinate institutions, the total value of fund assets of mutual funds, unit trusts and investment trusts that are raised through public offering for pooled investment in securities shall be no less than NT$65 billion.
2.Bank:
A.Has been established for at least a full 3 years, and has not been sanctioned by the competent authority of its home country for any reason related to fund management during the past 3 years.
B.Has experience in international finance, securities, or trust business.
C.Has been ranked during the past year among the world's top 1,000 banks in either assets or net worth.
3.Insurance company:
A.Has been established for at least a full 3 years, and has not been sanctioned by the competent authority of its home country for any reason related to fund management during the past 3years.
B.Has experience in the management of insurance funds.
C.Holds securities with a total asset value of at least NT$8 billion.
4.Securities firm:
A.Has been established for at least a full 3 years, and has been operating for at least a full 3 years as a securities firm engaged in the integrated operation of securities underwriting, dealing, and brokerage business.
B.Has not been sanctioned under Article 66, subparagraphs 2 to 4 of the Securities and Exchange Act, or, in the case of a foreign securities firm, has not been sanctioned by the competent authority of its home country, during the past 3 years.
C.Has paid-in capital of NT$8 billion or more, and its net worth per share is not less than par value as shown in the CPA-audited and certified financial report for the most recent period.
5.Financial holding company: One of the subsidiaries in which the financial holding company controls 50% or more of the shares meets the qualification requirements set out in one of the preceding 4 subparagraphs.
If a promoter meeting the qualification requirements in the preceding paragraph intends to transfer any of its shareholding in the SITE, the SITE shall file for recordation with the FSC before the promoter transfers the shareholding.
Article 9
With the exception of shareholders meeting the qualification requirements set out in the preceding article, the sum total of the shares held by any single shareholder of a SITE and by the shareholder's related parties and by the shareholder through nominees shall not exceed 25% of the company's total issued shares.
A SITE duly incorporated prior to 1 March 1996 is not subject to the restriction of the preceding paragraph in relation to the sum total of the shares held by a shareholder and by the shareholder's related parties and by the shareholder through nominees. Notwithstanding the foregoing, once any shares in excess of the 25% limit are transferred to others, no shares may be purchased which make the sum total exceed that limit again.
The term "related parties" in the preceding two paragraphs means any party or parties meeting any of the following circumstances:
1.If the shareholder is a natural person: the shareholder's spouse, blood relative within the second degree of kinship, or any enterprise of which the shareholder or the shareholder 's spouse is a responsible person.
2.If the shareholder is a juristic person: a juristic person controlled by the same party as the juristic-person shareholder, or with which the juristic-person shareholder has a relationship of mutual control.
Article 10
A SITE shall at least set up an investment research department, a finance and accounting department, and an internal audit department.
Article 11
A SITE shall allocate a sufficient number of competent department supervisors, managerial officers, and associated persons to meet its managerial needs in light of enterprise size, business conditions, and internal controls, who shall satisfy the qualification requirements set out in the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Trust Enterprises.
Article 12
For operation of a SITE, the promoters shall apply to the FSC for permission by filling out and submitting an application form, together with the following documents:
1.Articles of incorporation.
2.A business plan, specifying: operational principles; internal organization and segregation of duties; planning for the offering and issuance of securities investment trust funds and for business development for the coming 2 years; personnel recruitment and training; general description of premises and facilities; and financial forecasts for the coming 2 years.
3.A register of promoters, specifying: name (individual or company), national ID (or alien resident certificate, alien permanent resident certificate, or passport) number or government uniform invoice (GUI) number, address or company location, capital contribution, and subscription ratio. For natural-person promoters, the application must be accompanied by documentary proof of identify. For juristic-person promoters, the application must be accompanied by articles of incorporation, photocopy of documentary proof of incorporation registration, documentary proof of status as an ongoing concern, letter of appointment of the representative and letter of acceptance from the appointed person, CPA-audited and certified financial report for the last fiscal year, register of directors, register of supervisors, register of major shareholders with a shareholding of 3% or more, and register of affiliated enterprises.
4.Promoters meeting minutes.
5.Documentary proof of the qualification requirements of promoter(s) complying with Article 8.
6.Written statement(s) that none of the circumstances in Articles 68, 73, and 76 of the SITC Act exists with respect to any promoter.
7.Written statement(s) that no violation of Article 75 of the SITC Act exits with respect to any promoter other than one falling under Article 8 hereof.
8.If a juristic-person promoter's duties are to be exercised by a representative or designated representative, the application shall be accompanied by a written statement that none of the circumstances in Article 68 of the SITC Act exists with respect thereto.
9.Review checklist for the application for establishment of the SITE, reviewed by a lawyer or CPA, and the summary opinion issued by the reviewer.
10.Written statement(s) that the application form and its attachments contain no misrepresentations or nondisclosures.
Article 13
A SITE shall, within 6 months from the day the FSC grants permission, duly complete all company registration procedures and apply to the FSC for issuance of a business license by filling out and submitting an application form, together with the following documents:
1.Documentary proof of company registration.
2.Articles of incorporation.
3.A shareholders register, and minutes of the relevant shareholders meetings.
4.Written statement(s) that no violation of Article 75 of the SITC Act exists with respect to any shareholder.
5.A register of directors and supervisors, and minutes of the relevant board of directors meetings.
6.A CPA-audited and certified financial report, accompanied by an unqualified opinion, issued within one month prior to the date of application.
7.Written statement(s) that none of the circumstances in Article 68 and Article 73, paragraph 1 of the SITC Act exists with respect to any director, supervisor, or managerial officer.
8.Documentary proof of qualifications showing that the general manager meets the qualifications set out in Article 3 of the Regulations Governing Responsible Persons and Associated Persons of Securities Investment Trust Enterprises.
9.A list of the managerial officers, department supervisors, and associated persons, issued by the Securities Investment Trust and Consulting Association of the R.O.C. (SITCA) after reviewing their qualifications, together with documentary proof of their qualifications.
10.Written statement(s) that none of the circumstances in Article 68 and Article 78, paragraph 3 of the SITC Act exists with respect to any responsible person or department supervisor.
11.Written statement(s) that none of the circumstances in Article 68 of the SITC Act exists with respect to any associated person.
12.Written statement(s) that all managerial officers, department supervisors, and associated persons are hired as full-time staff.
13.A photocopy of the ownership deed or lease agreement of the place of business, and the floor plans and photographs thereof.
14.Written statement(s) that the SITE has an independent place of business not jointly used by any other enterprise.
15.A written description of the internal control system and an unqualified review opinion issued by a CPA.
16.Documentary proof of admission to membership in the SITCA.
17.Review checklist for the SITE's application for issuance of business license.
18.A written statement that the application form and its attachments contain no misrepresentations or nondisclosures.
The establishment permission granted to the SITE shall be revoked if it fails to apply for issuance of a business license within the period specified in the preceding paragraph. Notwithstanding the foregoing, if there is legitimate reason, an application may be filed with the FSC before expiration of that period for a maximum extension of 6 months, one time only.
The SITE may not commence business unless and until it has become a member of the SITCA.
Article 14
Upon an application to operate a SITE, the FSC may deny permission in any of the following circumstances:
1.Any violation of Article 73 or 75 of the SITC Act.
2.Non-compliance with the promoter qualification requirements of Article 8.
3.Any circumstance in Article 68 or 76 of the SITC Act exists with respect to any promoter.
4.Any violation of Article 68 or Article 78, paragraph 3 of the SITC Act with respect to any responsible person or department supervisor.
5.The business plan or internal control system is not concrete enough or cannot be effectively executed.
6.There is likelihood that the professional competence of any promoter is insufficient for sound and effective operation of securities investment trust business.
7.The application documents are found to contain any misrepresentation.
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