Part Ⅰ General Principles
Chapter Ⅱ Persons
Section Ⅱ Juridical Persons
Sub-section Ⅱ Corporations
A business corporation acquires juridical personality according to the particular act.
Before the registration, a charitable corporation shall obtain the license of its authorities concerned.
Those who want to establish a corporation shall draw up its bylaw which shall contain the following entries:
(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;
When a corporation is established, the following entries shall be registered:
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.