Chapter 6 Supervision, Disincorporation, and Liquidation
The competent authority shall supervise and give guidance to the operational and financial affairs of a cooperative.
The competent authority in charge of the object enterprise 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 authority in charge of the object enterprise 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.
The competent authority shall carry out inspections, appraisals, and incentive measures on cooperatives, and may do so together with the competent authority in charge of the object enterprise if necessary.
A cooperative must not evade, hinder, or refuse the said inspections and appraisals, and shall provide necessary assistance.
The inspections and assessments 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.
A cooperative may be disincorporated in any of the following occasions:
1. A cause for disincorporation set forth in the articles of association occurs.
2. The member’s congress determines a resolution of disincorporation.
3. There are less than seven members.
4. The cooperative is incorporated into another.
6. Order of disincorporation.
The resolution referred to in subparagraphs 2 and 4 requires the attendance of more than 3/4 of all the members and the consent of more than 2/3 of the present members.
The competent authority may issue an order to disincorporate 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 meetings of the member’s congress 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 disincorporation 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 disincorporate 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
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.
Resolution of disincorporation f cooperatives shall be reported to the regulating authority within 1 month for registration; where it is disincorporated according to the provision of subparagraphs 1~4, Paragraph 1, Article 55, the causes for disincorporation shall be explained; if it is disincorporated according to the provision of Subparagraph 2 or 4, the proceedings of the member’s congress shall be submitted.
Where the disincorporation is not registered within the time limit set forth in the above paragraph, the regulating authority may directly issue a public announcement to abolish the registration.
Upon incorporation of cooperatives, application shall be submitted to the regulating authority within one month for registration according to the following provisions:
1. Registration of alteration shall be made for the cooperatives continued due to incorporation.
2. Registration of disincorporation shall be made for the cooperatives eliminated due to incorporation.
3. Registration of establishment shall be made for the cooperatives newly established due to incorporation.
In case of disincorporation or incorporation 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 disincorporation or incorporation.
In case of disincorporation of a cooperative, a director shall be appointed as the liquidator unless otherwise provided for in the constitution of the cooperative or elected by the member’s congress.
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 disincorporate 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.
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.
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.
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 member’s congress for confirmation. In case of abortion of the member’s congress, the liquidator may submit the documents to the regulating authority for recording.
Upon being inquired, the liquidator shall provide answers about the liquidation immediately.
The regulating 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.
A liquidator shall, within 15 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 15 days.
After liquidation is finished, the liquidator shall, within 20 days, compile a report and submit it to the regulating 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.