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

Print Time:2024/11/23 23:23
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Chapter Law Content

Title: Financial Holding Company Act CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 4 Supervision
Article 51
A financial holding company shall establish an internal control and audit system. The FSC shall issue guidelines with respect thereto.
Article 52
To ensure the sound operation of financial holding companies and/or their subsidiary(ies), the FSC may order a financial holding company and its subsidiary(ies) to provide relevant financial statements, transaction data and other relevant information within a prescribed period of time, and may at any time appoint an official or authorize an appropriate institution to investigate the business, finances, and other relevant affairs of such financial holding company and/or its subsidiary(ies).
Where necessary, the FSC may appoint professionals and technical experts to conduct the investigation described in the preceding paragraph, and such persons shall, based on the relevant facts, report accordingly to the FSC. Unless otherwise provided by law, the financial holding company shall pay the fees arising there from.
Article 53
If any of a financial holding company's bank subsidiary, insurance subsidiary or securities subsidiary is ordered to increase its capital, such financial holding company shall raise funds for such subsidiary in proportion to the financial holding company's shareholding in such subsidiary.
If the accumulated losses of a financial holding company exceed one-third (1/3) of such financial holding company's paid-in capital, such financial holding shall immediately convene a meeting of its board of directors, notify its supervisors [that they are required] to attend such meeting, and thereafter report the resolutions approved at such meeting, the financial holding company's financial statements, the reasons for such losses, and a plan to improve [the business operations] to the competent authority.
Where the circumstances described in the preceding paragraph exist, the competent authority shall order the financial holding company to replenish its capital within a prescribed period of time.
In order to replenish its capital as described in the preceding paragraph, a financial holding company may, with the competent authority’s approval, during a fiscal year, reduce its capital and cancel outstanding shares to the extent of its losses, including losses incurred in the current fiscal year, and raise new capital in an amount equal to the reduced capital in order to replace the canceled shares.
Article 54
Where a financial holding company has violated laws, regulations, or its articles of incorporation, or has possibly disturbed the sound operation, the competent authority may, correct the financial holding company, order it to improve [its operations] within a prescribed period of time, and order, depending on the severity of the situation, the following dispositions:
1.The revocation of a resolution passed at a [board/shareholder] meeting;
2.The suspension of all or part of the business of a subsidiary(ies) of the financial holding company;
3.The dismissal of managerial personnel from their duties;
4.The dismissal of directors and supervisors from their positions or the suspension of such directors and supervisors from their duties for a specified period of time;
5.The disposal of the financial holding company's shareholdings in the relevant subsidiary(ies);
6.Revocation of the approval [for the establishment of a financial holding company]; and/or
7.Other necessary measures.
In the event that a financial holding company's directors or supervisors are dismissed pursuant to Subparagraph 4 of the preceding paragraph, the competent authority shall notify the Ministry of Economic Affairs for purposes of cancellation of the registration of such persons as directors or supervisors. In the event that the approval [to establish a financial holding company] is revoked pursuant to Subparagraph 6 of Paragraph 1, the competent authority shall order such financial holding company to dispose of the shares with voting rights, or capital stock, that such financial holding company holds in banks, insurance companies or securities firms, and the dismissal of directors directly or indirectly elected or designated by such financial holding company to the extent that [the financial holding company's shareholding] does not meet the provisions of Article 4, Subparagraph 1, of this Act, and prohibit such financial holding company from using the term "financial holding company" in its name and order such financial holding company to amend its company registration. In the event that a financial holding company does not complete the measures ordered [pursuant to this paragraph] within the time period prescribed by the competent authority, the competent authority may order such financial holding company to commence its dissolution and liquidation.
Article 55
Where it is clear that a financial holding company's investment in an investee enterprise jeopardizes the sound operation of such financial holding company's bank, insurance, or securities subsidiary, the competent authority may order the financial holding company, within a prescribed period of time, to dispose of the shares it holds in the investee enterprise, or to reduce the ratio of the shares with voting rights, or capital stock, of the relevant bank, insurance or securities subsidiary held by such financial holding company and the dismissal of directors directly or indirectly elected or designated by such financial holding company to the extent that [ the financial holding company's shareholding] does not meet the provisions of Article 4, Subparagraph 1 of this Act. Paragraph 3 of the preceding Article shall apply thereto mutatis mutandis.
The competent authority may, in accordance with Article 27 of the Administrative Execution Act, authorize a third party to dispose of such shares that fail to be disposed within a prescribed time period or appoint a third party to manage them until the financial holding company completes such disposal; the financial holding company shall pay the fees arising therefrom.
Article 56
If the capital adequacy ratio of a financial holding company's bank, insurance or securities subsidiary fails to satisfy the minimum amount as prescribed by the competent authority, or, owing to adverse changes in its finances or business, a financial holding company's bank, insurance or securities subsidiary fails to pay its obligation when due or circumstances exist which may threaten the interests of depositors, such financial holding company shall assist its subsidiary to return to normal operations.
Where the bank, insurance, or securities subsidiary of a financial holding company encounters the circumstances prescribed in the preceding paragraph, the competent authority may, in order to safeguard the public interest or to stabilize the financial market, order such financial holding company to perform the obligations required by the preceding paragraph or dispose of all or part of the shares, business or assets that such financial holding company holds in other investee enterprises within a prescribed period of time, and to utilize the proceeds thereof to improve the financial circumstances of the relevant bank, insurance, or securities subsidiary.
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