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Chapter Law Content

Title: Civil Code CH
Category: Ministry of Justice(法務部)
Part Ⅰ General Principles
Chapter Ⅱ Persons
Section Ⅰ Natural Persons
Article 6
The legal capacity of a person commences from the moment of live birth and terminates at death.
Article 7
An unborn child is considered as if it were already born with regard to its interests, except it was subsequently born dead.
Article 8
An absent person who has disappeared for more than seven years may be declared dead by the court upon the application of any interested person or the public prosecutor.
If the absent person was over eighty years of age and has disappeared for more than three years, he may be declared dead.
If the absent person was in a catastrophe, he may be declared dead when it has been over a year after the end of the catastrophe.
Article 9
A person who had been declared dead is presumed to be dead at the date fixed in the judgment.
In the absence of proof to the contrary, the time of death specified in the preceding paragraph shall be the date of expiration of the period specified in the preceding article.
Article 10
The property of an absent person, after his absence and up to the declaration of death, shall be administered according to the Family Act.
Article 11
When there have been two or more persons perished in a catastrophe and if the sequence of their death could not be proven, they are presumed to be dead simultaneously.
Article 12
Majority is attained upon reaching the twentieth year of age.
Article 13
The minor, who has not reached their seventh year of age, has no capacity to make juridical acts.
The minor, who is over seven years of age, has a limited capacity to make juridical acts.
The married minor has the capacity to make juridical acts.
Article 14
With respect to any person who is not able to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of guardianship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority, an organization of social welfare, an assistant, an agent of adult guardianship by agreement or any other interested person.
When the cause of guardianship ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.
The court may order the commencement of assistantship, based on paragraph 1 of Article 15-1, if application of commencement of guardianship does not meet the requirement enforced in paragraph 1 of this Article.
If the cause of guardianship ceases to exist, yet assistantship is necessary, the court, based on paragraph 1 of Article 15, may order the commencement of assistantship to replace the commencement of guardianship.
Article 15
A person who has become subject to the order of the commencement of guardianship has no capacity to perform any juristic act.
Article 15-1
With respect to any person who has insufficient capacity to make declaration of intention, receive declaration of intention, or who lacks the ability to discern the outcome of the declaration of intention due to mental disability, the court may order the commencement of assistance at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, a prosecutor, a competent authority or an organization of social welfare.
When the cause of assistance ceases to exist, the court must revoke the order of the commencement of guardianship at the request of the applicant set forth in previous paragraph.
If a person who is the subject to the order of commencement of assistance is in need of guardianship, the court, under paragraph 1 of Article 14, may change the order to the commencement of guardianship.
Article 15-2
A person under assistance must obtain the consent of his/her assistant if he/she intends to perform any of the following acts; provided, however, that, this shall not apply to any act relating to pure legal benefit or the necessity based on the person’s age, status, and daily life
(1) being a responsible person of a sole proprietorship, of a partnership company, or of a juristic person;
(2) making loans for consumption, consumption deposit, a guaranty, a gift, or a trust;
(3) taking any procedural action;
(4) agreeing to compromise, conciliation, adjustment, or signing arbitration contract;
(5) performing any act with the purpose of obtaining or relinquishing any right regarding real estate, vessels, aircrafts, vehicles, or other valuable property;
(6) performing partition of the inheritance, legacy, waiving the right to inheritance, or any other related right;
(7) performing any other act, at the request of the person or his/her assistant, appointed by the court under previous provision.
The provisions of Articles 78 to 83 shall apply mutatis mutandis to conditions not agreed by assistant according to the provisions of the preceding paragraph.
The provision of Article 85 shall apply mutatis mutandis to acts, agreed by the assistant and under section 1 of paragraph 1, performed by a person under assistance.
With respect to any act which requires the consent of the assistant under paragraph 1, if the assistant does not give consent in cases where the interest of the person under assistance is unlikely to be prejudiced, the court may, at the request of the person under assistance, give permission.
Article 16
No one shall be permitted to waive his legal capacity or capacity to make juridical acts.
Article 17
No one shall be permitted to waive his liberty.
Any limitation to liberty shall not be against public policy or morals.
Article 18
When one's personality is infringed, one may apply to the court for removing. When one's personality is in danger of being infringed, one may apply for prevention.
In the preceding paragraph, an action for damages for emotional distress may be brought only it is otherwise provided by the act.
Article 19
If one's right to use his name is infringed, one may apply to the court for removing of infringement and for damages for emotional distress.
Article 20
A person who resides in a place with the intention of remaining there permanently, upon presence of supporting fact, is to establish his domicile at that place.
Every person has at all times one domicile, and no person has more than one domicile at a time.
Article 21
The domicile of a person who has no or is limited in capacity to make juridical acts is the domicile of his guardian.
Article 22
A person's residence is deemed to be his/her domicile in either of the following circumstances
(1) when his/her domicile cannot be certified.
(2) when he/she has no domicile in Taiwan except when lex domicilli governs.
Article 23
Where a person has chosen a residence for a specific purpose, the residence is deemed to be his domicile with regard to that purpose.
Article 24
A person, who has left his domicile with the intention of repealing it, upon presence of supporting fact, is to repeal the domicile.
Section Ⅱ Juridical Persons
Sub-section Ⅰ General Provisions
Article 25
A juridical person is established only according to this code or any other acts.
Article 26
Within the limits prescribed by acts and regulations, a juridical person is capable of enjoy rights and assume duties with the exception of those rights and obligations which are exclusively appertaining to natural persons.
Article 27
A juridical person must have at least one director. If there is more than one director, the execution of affairs of the juridical person shall be decided by a majority of all directors unless otherwise provided by its bylaw.
The director represents the juridical person within the management of its affairs. If there is more than one director, each director may represent the juridical person unless otherwise provided by its bylaw.
No restriction imposed upon the representative right of a director may be a valid defense against any bona fide third party.
A juridical person may have one or more controllers to control the execution of its affairs. If there is more than one controller, each controller may exercise his right of control respectively unless otherwise provided by its bylaw.
Article 28
A juridical person is jointly liable with the wrongdoer for the injury caused by its directors or other persons who are entitled to represent the juridical person in the performance of their duties.
Article 29
The domicile of a juridical person is the location of its principal office.
Article 30
A juridical person can not be established unless it has been registered with the authorities concerned.
Article 31
If a juridical person, after its registration, fails to register any entry which should have been registered, or to register any amendment to any of the entries already registered, such entry or amendment therein should not be a valid defense against any third party.
Article 32
The activities of a licensed juridical person are subject to the supervision of the authorities concerned. The authorities concerned may examine the juridical person's financial situation and ascertain whether it has violated the conditions of the license and other legal requirements.
Article 33
The director or controller of a licensed juridical person who disobeys the supervising order of, or obstructs the inspection by the authorities concerned, may be punished with a fine not exceeding five thousand Yuan.
If the director or controller set forth in the preceding paragraph violates the act, regulation, or bylaw to such an extent that may endanger interests of the public or the juridical person, the authorities concerned may apply to the court for dismissing his position and make other necessary arrangement.
Article 34
If a juridical person violates any conditions under which the license has been granted, the authorities concerned may revoke the license to the juridical person.
Article 35
When a juridical person is in a state of insolvent, the director shall immediately apply to the court for the declaration of bankruptcy.
If the director fails to make the preceding application, so that the creditors of the juridical person incur the injury, he who is negligent shall be liable for the injury. If more than one director is negligent, they shall be liable for the injury jointly.
Article 36
When the purpose or the activity of a juridical person violates the act, public policy or morals, the court may declare to dissolve the juridical person upon the application of the authorities concerned, the public prosecutor, or any interested person.
Article 37
The liquidation of a dissolved juridical person shall be dealt with by its director, unless otherwise provided its bylaw or by the resolution of the general meeting of members.
Article 38
If the appointment of the liquidator cannot be made under the preceding article, the court may appoint the liquidator by its authority or upon the application of the authorities concerned, public prosecutor, or interested person.
Article 39
Whenever necessary, the court may discharge the liquidator from his duties.
Article 40
A liquidator shall do the following duties:
(1) Wind up the business or affairs of the juridical person.
(2) Claim the obligatory rights and discharge the debts.
(3) Deliver the remaining assets to the persons entitled thereto.
The dissolved juridical person, before the end of its liquidation, is deemed to continue existence insofar as it is necessary for the liquidation.
Article 41
Unless otherwise provided by this General Provisions, the procedure of liquidation shall be carried out in conformity mutatis mutandis with the provisions governing the liquidation of a company limited by shares.
Article 42
The liquidation of a juridical person shall be subject to the supervision of the court. The court may at any time make inspection and disposition necessary for its supervision.
Whenever to revoke the license to or order the dissolution of a juridical person, the authorities concern shall notify the court simultaneously.
If a juridical person was dissolved in accordance with its bylaw or the resolution of its general meeting of members, the director shall report to the court within fifteen days after the dissolution.
Article 43
A liquidator who violates the supervising order of the court or obstructs the inspection of the court may be punished with a fine not exceeding five thousand Yuan. A director who violates the provision in the third paragraph of the preceding article may be punished with the same fine.
Article 44
After a juridical person has been dissolved and its debts have been discharged, unless otherwise provided by the act, the remaining assets shall be assigned according to its bylaw, or the resolution of the general meeting of members. Upon the dissolution of a charitable juridical person, its remaining assets shall not be assigned to any natural person or profit-seeking group.
Without such provisions in the act, in the bylaw, or of a resolution of the general meeting of members as provided in the preceding paragraph, the remaining assets of a juridical person shall be assigned to the municipal corporation in which the juridical person is domiciled.
Sub-section Ⅱ Corporations
Article 45
A business corporation acquires juridical personality according to the particular act.
Article 46
Before the registration, a charitable corporation shall obtain the license of its authorities concerned.
Article 47
Those who want to establish a corporation shall draw up its bylaw which shall contain the following entries:
(1) Purpose;
(2) Name;
(3) The number, term of office, appointment and dismissal of the director; and same of the controller, if any;
(4) The conditions and procedures for calling the general meeting of members and the method for authentication of its resolution;
(5) The contributions of the members;
(6) The acquisition and loss of membership;
(7) The date of the bylaw be drawn up;
Article 48
When a corporation is established, the following entries shall be registered:
(1) Purpose;
(2) Name;
(3) The principal and branch offices;
(4) The name and domicile of the director; and same of the controller, if any;
(5) The total assets;
(6) The date of the license, if the corporation should be licensed;
(7) The way of contributions, if any;
(8) The name of the director who represents the juridical person, if any;
(9) The period of duration, if any;
The application for the registration of a corporation shall be submitted by the director to the authorities concerned where its principal and branch offices are located. A copy of its bylaw shall be annexed to the application for registration.
Article 49
Without violating the provisions of articles 50 to 58, the bylaw may provide for the organization of the corporation and the relations between the corporation and its members.
Article 50
The supreme organ of a corporation is the general meeting of its members.
The following entries shall be passed by the resolution of the general meeting of members:
(1) The alteration of the bylaw;
(2) The appointment and dismissal of the director and the controller;
(3) The supervision of the director and the controller in doing of their duties;
(4) The removal of members for good causes.
Article 51
The general meeting of members shall be called at least once a year by the director; if the director does not call the general meeting, the controller may call it.
When over one-tenth of the members of a corporation request the director to call a general meeting, expressing the purpose of the meeting and the reason for its calling, the director shall call the meeting accordingly.
After the receipt of above request, if the director does not call the meeting within one month, the member, who have made the request, with the authorization of the court, may call the meeting.
The notice of calling, unless otherwise provided by the bylaw, shall be given to the members 30days in advance. The agenda of the general meeting shall be specified in the notice.
Article 52
Unless otherwise provided by this Code, the resolution of the general meeting of members shall be passed if it passed by a majority of its members present.
The voting right of each member is equal.
Unless otherwise limited by the bylaw, a member may delegate another with a written document to exercise his voting right, but each person may act as proxy for one member only.
Any member who has conflict of interests in the matter under resolution of the general meeting of members which may damage the corporation shall not vote or exercise as a proxy to vote.
Article 53
The resolution concerning the alteration of the bylaw of a corporation shall be passed at a meeting at which the majority of the members of the corporation are present, and by a majority of over three-fourths of the members present, or when over two-thirds of the members of the corporation declare their consent in writing.
The alteration of the bylaw of a licensed corporation shall be approved by the authorities concerned.
Article 54
The members may withdraw from the corporation at any time unless the bylaw requires that the members have to remain until the end of the business year, or the expiration of notice period of withdrawal.
The period of notice in the preceding paragraph shall not exceed six months.
Article 55
The member who is withdrew or dismissed has no claim for the property of the corporation unless otherwise provided by the bylaw of a non-charitable corporation.
The member in the preceding paragraph continues to be liable for his share of the contributions which has become due before his withdrawal or dismissal.
Article 56
If the calling procedure or the method of a resolution of a general meeting of members violates the act, regulations, or the bylaw of the corporation, any member may apply to the court to revoke the resolution within three months after the resolution, except the member who was present and did not make objection against the calling procedure or the method of the resolution at the meeting.
The content of the resolution passed by the general meeting of members which violates the act, regulations, or the bylaw of the corporation shall be void.
Article 57
A corporation may be dissolved, at any time, by a resolution of the general meeting of members passed by a majority vote of over two-thirds of the members of the corporation.
Article 58
When the affairs of a corporation can not be proceeded any more according to its bylaw, the corporation may be dissolved by the court upon the application of the authorities concerned, public prosecutor, or any interested person.
Sub-section Ⅲ Foundation
Article 59
Before registration, a foundation shall be licensed by the authorities concerned.
Article 60
Those who want to establish a foundation shall draw up an act of endowment, except in the case of endowment by will.
The act of endowment shall provide the purpose of the foundation and the assets endowed.
When a foundation is established with endowment by will, and there is no executor, the court may appoint an executor upon the application of the authorities concerned, public prosecutor, or any interested person.
Article 61
When a foundation is established, the following entries shall be registered:
(1) Purpose;
(2) Name;
(3) The principal and branch offices;
(4) The total assets;
(5) The date of the license;
(6) The name and domicile of the director, and same of the controller, if any;
(7) The name of the director who represents the juridical person, if any;
(8) The period of duration, if any.
The application for the registration of a foundation shall be submitted by the director to the authorities concerned of the place where its principal and branch offices are located. A copy of its act of endowment or the will shall be annexed to the application for registration.
Article 62
The organization and method of administration of a foundation shall be stipulated by the founder in the act of endowment or will. If the organization or the important method of administration, as provided in the act of endowment or will, is insufficient, the court may take necessary disposition upon the application of the authorities concerned, public prosecutor or any interested person.
Article 63
In order to maintain the purpose of a foundation or preserve its assets, the court may alter the foundation's organization upon the application of the founder, the director, authorities concerned, public prosecutor, or any interested person.
Article 64
The act of the director of a foundation, which violates the act of endowment, may be declared void by the court, upon the application of the authorities concerned, public prosecutor or any interested person.
Article 65
If the purpose of a foundation can not be completed because of change of circumstances, the authorities concerned may, after considering the intent of the founder, change the purpose and the necessary organization of the foundation, or dissolve it.