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

Print Time:2024/11/25 01:12
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Chapter Law Content

Title: Cooperatives Act CH
Category: Ministry of the Interior(內政部)
Chapter 6 Supervision, Disincorporation, and Liquidation
Article 54-1
The competent authority shall supervise and give guidance to the operational and financial affairs of a cooperative.
Article 54-2
The target business competent authority shall supervise and give guidance to the operational and financial affairs of a cooperative.
When carrying out the practices set forth in the preceding paragraph, the central target business competent authorities may, if it deems necessary, establish regulations on the guidance for, the management of, and the incentives to business operations of a cooperative and other matters to be complied with.
Article 54-3
The competent authority shall carry out inspections, appraisals, and incentive measures on cooperatives, and may do so together with the target business competent authorities if necessary.
A cooperative must not evade, hinder, or refuse the said inspections and appraisals, and shall provide necessary assistance.
The inspections and appraisals set forth in Paragraph 1 may be entrusted to an agency, an institution, a school, or an organization.
The central competent authority shall establish regulations on the methods, categories, periods, targets, measures and procedures of guidance and management, ratings, categories and methods of incentives of the inspections and appraisals set forth in Paragraph 1, as well as other matters to be complied with.
Article 55
A cooperative may be dissolved in any of the following occasions:
1. A cause for dissolution set forth in the bylaw occurs.
2. The general meeting of members determines a resolution of dissolution.
3. There are less than seven members.
4. The cooperative is merged with another.
5. Bankrupted.
6. Order of dissolution.
The resolution referred to in subparagraphs 2 and 4 requires the attendance of more than three fourths of all the members and the consent of more than two thirds of the present members.
Article 55-1
The competent authority may issue an order to dissolve a cooperative if any of the following conditions occurs:
1. The information stated in the establishment registration application or the submitted documents has been found to be false, and its registration has been cancelled by the competent authority.
2. The competent authority has made an announcement on the abolition of its registration in accordance with Paragraph 2 of Article 57.
3. The majority of its members did not express their opinions when being requested to cast a vote by correspondence within a specified time limit pursuant to the provisions of Article 51.
4. The cooperative failed to convene the annual general meeting of members for two consecutive years, and still failed to do so within a specified time limit after the competent authority sent a written notice, issued a notice by publication, or made an announcement.
5. The cooperative violated the provisions of Article 10-1 or subparagraph 2 of Article 58 and was subject to more than three consecutive punishments pursuant to the provisions of subparagraph 1 of Article 73-1, without any improvements within a given time limit.
6. The cooperative violated the provisions of Article 56 and was subject to over three consecutive punishments pursuant to the provisions of subparagraph 4 of Article 74, without any improvements within a given time limit.
7. The occasion set forth in subparagraph 1 or 3, Paragraph 1 of Article 55 has occurred, but the cooperative failed to register its dissolution with the competent authority within a month.
8. The cooperative violated the provisions of Paragraph 2 of Article 54-3 and was subject to more than three consecutive punishments pursuant to subparagraph 5 of Article 74-1, without any improvements within a given time limit.
9. The cooperative violated the provisions of Paragraph 3 or 4 of Article 3-1 regarding handling of the revenue and the regulations established by the central competent authority regarding the business activities offered by a cooperative to non-members, scope of the offering, standards, quota, handling of the revenue, and other matters to be complied with, and was subject to more than three consecutive punishments pursuant to the provisions of subparagraph 1 of Article 74-1, without any improvements within a given time limit.
The competent authority shall make an announcement on the abolition of the registration when issuing an order to dissolve a cooperative in accordance with the preceding paragraph except for subparagraphs 1 and 2, and shall request the cooperative to carry out liquidation pursuant to the applicable provisions of this Act
Article 56
Where a cooperative of limited liability or guaranteed liability cannot pay off the debts, the court may announce the bankruptcy at the request of the board of directors, the board of supervisors, or the creditors.
Article 57
Resolution of dissolution cooperatives shall be reported to the competent authority within one month for registration; where it is dissolved according to the provision of subparagraphs 1~4, Paragraph 1, Article 55, the causes for dissolution shall be explained; if it is dissolved according to the provision of Subparagraph 2 or 4, the proceedings of the general meeting of members shall be submitted.
Where the dissolution is not registered within the time limit set forth in the above paragraph, the competent authority may directly issue a public announcement to abolish the registration.
Article 58
Upon merger of cooperatives, application shall be submitted to the competent authority within one month for registration according to the following provisions:
1. Change registration shall be made for the cooperatives continued due to merger.
2. Registration of dissolution shall be made for the cooperatives eliminated due to merger.
3. Registration of establishment shall be made for the cooperatives newly established due to merger.
Article 59
In case of dissolution or merger of a cooperative, notices shall be separately given to the creditors within one month, and public announcement shall be issued. And a time limit of not less than one month shall be set for the creditors to file opposition.
Where the cooperative doesn’t issue the notice or announcement set forth in the above paragraph, or doesn’t pay off the debts owed to the creditors who have filed an opposition within the time limit or provide an equivalent guarantee, it may not act against the creditors by name of dissolution or merger.
Article 60
In case of dissolution of a cooperative, a director shall be appointed as liquidator unless otherwise provided for in the bylaw of the cooperative or elected by the general meeting of members.
If a liquidator cannot be appointed in accordance with the preceding paragraph, the court may appoint a liquidator at the request of the competent authority, a prosecutor, or a stakeholder, or ex officio.
In the event that the competent authority issues an order to dissolve a cooperative due to causes attributable to any of its directors, the court may reappoint a liquidator at the request of the competent authority, a prosecutor, or a stakeholder, or ex officio.
The liquidator shall, within fifteen days of the accession, report his/her name, residence or domicile, and the date of accession to the competent authority for future reference. If the liquidator is appointed by the court, a report shall also be sent to the court for future reference.
Article 61
The duties of a liquidator are as follows:
1. To deal with the current affairs.
2. To claim the creditor’s rights and pay off the debts.
3. To allocate the residual properties.
In order to implement the duties set forth in the above paragraph, a liquidator has the right to take any action on behalf of the cooperative.
Article 62
Where there are several liquidators, the implementation of liquidation affairs shall be resolved with the consent of more than a half of all the liquidators. However, each liquidator has the right to act in the name of the cooperative over a third party.
Article 63
After accession, a liquidator shall immediately examine the status of the cooperative, and compile a statement of assets and liabilities and an inventory of properties, and submit them to the general meeting of members for confirmation. In case of abortion of the general meeting of members, the liquidator may submit the documents to the competent authority for recording.
Upon being inquired, the liquidator shall provide answers about the liquidation immediately.
Article 63-1
The competent authorities may order liquidators to report the implementation of liquidation or send personnel to examine the liquidation affairs at any time, and a liquidator may not evade, encumber or refuse the authorities to do so.
Article 64
A liquidator shall, within fifteen days after accession, issue a public announcement to hasten the creditors to declare their rights within a time limit, and shall separately notify the known creditors.
The time limit as referred to in the above paragraph shall be not less than fifteen days.
Article 65
After liquidation is finished, the liquidator shall, within twenty days, compile a report and submit it to the competent authority and separately send duplicated copies to the members.
Where the liquidator is appointed by the court, the report shall also be submitted to the court.
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