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

Print Time:2024/11/22 07:12
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Chapter Law Content

Title: Cooperatives Act CH
Category: Ministry of the Interior(內政部)
Chapter 3 Members’ Shares in a Cooperative, Surpluses, and Deficits
Article 11
Persons that meet any of the following requirements or qualifications may become members of a cooperative:
1. A person who is capable of contracting;
2. A person who is the subject to the order of commencement of assistance obtained the written consent of his/her assistant;
Persons that meet any of the following requirements or qualifications may apply to become associate members of a limited liability cooperative in accordance with the bylaws:
1. An application being filed by the legal representative in the case of a person aged six or older without capacity to contract;
2. Having obtained written consent from the legal representative in the case of a person who is limited in capacity to make juridical acts;
3. A person with capacity to contract who does not meet the qualifications for members as set forth in the cooperative bylaw.
Associate members have the same rights and obligations as members do, with the exception of the rights to elect, to be elected, to recall, and to vote.
The central competent authority shall establish regulations on the types of elections and recalls in a cooperative, registration of candidates, qualification screening process, voting, ballot counting, election results, recall methods, and other matters to be complied with.
Article 12
A judicial person may only be a member of a cooperative of limited liability or guaranteed liability, and such judicial person shall be a non-profit one.
A member of a cooperative of unlimited liability may not be a member of another cooperative of unlimited liability.
Article 13
(Deleted)
Article 14
After a cooperative is established, references provided by at least two members or a written request shall be submitted for joining the cooperative voluntarily. A decision shall be made pursuant to the following provisions:
1. Joining a limited liability or guaranteed liability cooperative requires the consent of the board of directors, and shall be reported to the general meeting of members.
2. Joining an unlimited liability cooperative shall be proposed by the cooperative affairs meeting and requires the consent of not less than three fourths of the attendees of general meeting.
A cooperative shall submit a report on its new members or associate members within one month of approval of joining to the competent authority for future reference.
Article 15
New members shall burden the same liability as old members do for the debts burdened before they join in cooperative.
Article 16
The par value of each share of a cooperative shall be not less than NT$6 and not more than NT$150, and must be unified in a same cooperative.
Article 17
The proportion of shares subscribed by a member shall be not less than one share and not more than twenty percent of the total shares. And the first payment may not be less than one fourth of the amount of the shares subscribed.
Article 18
The shares that a member has subscribed but has not paid may not be charged off by the member’s claim of creditor’s rights against the cooperative or other members, and the shares that have been paid may not be used to set off the debts owed by the member to the cooperative or other members.
Article 19
Cooperatives may capitalize the earned dividend and surplus of a member to make up for the shares that the member has not paid for yet.
Article 20
Without the consent of the cooperative, a member may not transfer the shares he holds to someone else or use it as the guarantee of debts. However, this rule does not apply to the shares which are held by a member and subject to compulsory enforcement or administrative execution according to law, included in bankruptcy estate, or subject to the commencement of a liquidation proceedings as ruled by laws.
The transferee or heritor of the shares of a cooperative shall succeed to the rights and obligations of the transferor or the decedent. If the transferee or heritor is not a member, he/she shall join in the cooperative in accordance with the provisions of Articles 11 and 14; otherwise the amount of his/her shares shall be refunded.
Article 21
If a cooperative of limited liability reduces the par value of each share, or a cooperative of guaranteed liability reduces the par value of each share or the guarantee amounts, it shall be resolved in the general meeting of members; and notices shall be given to the creditors or a public announcement shall be made to inform the creditors about the reduction, and a time limit of not less than one month shall be set for the creditors to file an opposition against the reduction.
If a creditor files an opposition within the time limit set forth in the above paragraph, the cooperative may not reduce the par value of each share or the guarantee amounts unless it pays off the debts owed to the creditor or provides an equivalent guarantee.
Article 22
The annual interest of the shares of a cooperative shall not exceed ten percent. In the case of no surplus, no interest shall be distributed to members.
Article 23
A cooperative shall use its surplus to offset accumulated deficits and pay the interest. Moreover, it shall set aside no less than ten percent of the surplus as the reserves, no less than five percent as the public welfare fund, and no more than ten percent as the compensation for its directors, supervisors, clerks, and technicians.
Where the reserves as referred to in the above paragraph is more than two times of the total shares, the cooperative itself may determine the percentage of surplus that should be allocated into the reserves every year.
In case that the reserves referred to in the preceding paragraph is more than twice the total amount of the shares, the cooperative itself may determine the percentage that shall be set aside every year.
Members must not request to allocate the reserves.
The public welfare fund set forth in Paragraph 1 is accounted as a liability in the balance sheet, as specified in Paragraph 1 of Article 36, and shall only be used for the educational and promotional purposes of social welfare enterprises, charitable enterprises, and cooperative enterprises. No other purposes are allowed. The same rule also applies after the cooperative is dissolved.
Article 24
After the surplus is allocated in accordance with the provision of the above article, the residuals shall be distributed according to the proportion of transaction amount of the members.
If it is resolved in the general meeting of members that the residuals as referred to in the above paragraph should not be distributed, it may be deposited as shares subscribed by the members or allocated into the reserves.
Article 25
The reserves shall be deposited in credit cooperatives or other reliable banks with the resolution of the general meeting of members.
Where the reserves is more than fifty percent of the total shares, the excessive proportion may be used to operate the cooperative with the resolutions of the general meeting of members.
Article 26
In any of the following occasions, a member shall be withdrawn:
1. Death
2. Application for withdrawal on one’s own initiative
3. Dismissed.
Article 27
A member may withdrew from the cooperative at the end of a business year, but shall submit a letter of application three months before.
The term prescribed in the above paragraph may be prolonged to six months in the bylaw; if the member is a judicial person, the term may be prolonged to one year.
Article 28
Dismissal of a member requires the consent of not less than three fourths of the directors and supervisors who attend the cooperatives affairs meeting and shall be reported to the general meeting of members, and a written notice shall be sent to the dismissed member.
Causes for dismissal shall be prescribed in the bylaw.
Article 29
A withdrawn member may apply for entry again pursuant to Article 14.
Article 30
A withdrawn member may request the cooperative to refund all or a part of the shares that he/she holds according to the provision of the bylaws. The shares shall be calculated according to the properties at the end of the business year. However, if it is otherwise prescribed in the bylaws, such prescription shall apply.
Article 31
A withdrawn member of a cooperative of unlimited liability or guaranteed liability may, after he has been withdrawn for two years, be relieved from the liability that has come into existence before he is withdrawn.
If the cooperative referred to in the above paragraph is dissolved within six months after a member is withdrawn, the member shall be regarded as not withdrawn.
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