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Chapter 2 Institutional long-term care juridical entities
Section 1 General Provisions
Article 5
Unless otherwise provided by law, only institutional long-term care juridical entities established by institutional long-term care juridical entities may offer in situ services.
Article 6
Ainstitutional long-term care juridical entities may, after obtaining approval of the competent authority, establish social welfare organizations or offer services permitted by the central competent authority in addition to establishing long-term care institutions.
Article 7
When necessary, restrictions may be imposed on the location, category, number, and scale of long-term care institutions established by ainstitutional long-term care juridical entities.
The restrictions set forth in the preceding paragraph shall be provided for by the central competent authority.
Article 8
Ainstitutional long-term care juridical entitiesmust have sufficient assets that necessary to fulfill the purposes of its establishment.
The necessary assets, as set forth in the preceding paragraph, shall be as provided by the central competent authority according to the scale of the organization and use of such assets.
Article 9
All institutions established by ainstitutional long-term care juridical entities shall keep separate finances and accounts.
Article 10
Each institutional long-term care juridical entities shall have a board of directors. There shall be a chairman of the board who shall act as the representative of the board.
Each institutional long-term care juridical entities shall appoint an Auditor of the Board. The number of such Board Auditors shall not exceed one third of the total number of directors. In the event of three or more Board Auditors, the Auditors shall elect a Chief Auditor from among themselves.
No directors or Auditors of ainstitutional long-term care juridical entities may serve as employees of the organization or of any institutions established by the organization. However, this rule does not apply in the circumstances specified in Paragraph 4 of Article 25.
Any Auditor shall not be the spouse or a relative within the third degree of consanguinity or affinity of another Auditor or a director.
In the event that the total amount of assets registered under a long-term care foundation or the total annual revenue of the foundation and all institutions established by the foundation equals or exceeds NT$100 million, the competent authority shall appoint a disinterested member of society as a public interest Auditor of the long-term care foundation. Such individual shall holdthe same authority as aAuditor of ainstitutional long-term care juridical entities, and may be replaced by another if actual needs arise.
Regulations for the qualifications of the aforesaid public interest Auditor, procedures for appointment and removal thereof, fees payable to such Auditor, and other relevant matters shall be as determined by the central competent authority.
Article 11
The board of directors of ainstitutional long-term care juridical entities shall convene at least once every six months, and the chairman of the board shall act as the convenor. aextraordinary meeting may be convened when necessary.
Directors shall attend meetings in person.
Article 12
Any individual who falls under any of the following circumstances shall not act as a director or Auditor of ainstitutional long-term care juridical entities:
1. Having been convicted of any offenses under the Organized Crime Prevention Act.
2. Having been sentenced to imprisonment of at least one year for offenses of fraud, breach of trust, embezzlement, or corruption.
3. Issuing a negotiable instrument that has been dishonored.
4. Having been adjudicated bankrupt or subject to liquidation proceedings as ruled in accordance with the Consumer Insolvency Act, and having not had the rights and privileges thereof reinstated.
5. Being subject to aadjudication of the commencement of guardianship or assistantship, which has not been revoked.
6. Having acted as a chairman, director, or Auditor and been removed from office in accordance with Subparagraph 3 of Paragraph 1 of Article 13 or Paragraph 2 of Article 27.
Article 13
If the chairman of the board or any of the directors or Auditors of ainstitutional long-term care juridical entities falls under any of the following disabilities during the term of office thereof, such individual(s) shall be ipso facto removed from office:
1. Submitting a letter of resignation, duly acknowledgedat a board of directors’ meeting, andincluded in the meeting minutes.
2. Falling under any of the circumstances specified in the preceding article.
3. Having been convicted of committing aoffense through the use of power, opportunities, or means related to the position or status thereof.
4. Failing to convene a board of directors’ meeting within one year without justification (on the part of the chairman of the board).
In the event that the chairman of the board or any of the directors or Auditors represents a government agency or was recommended by other corporations or organizations, such individuals shall hold office or be removed from office when their original position changes. Recommended successors shall be elected and appointed by the board of directors, and the term of office thereof shall expire on the day when the original term of office expires.
Article 14
Ainstitutional long-term care juridical entities shall set up aaccounting system provided for by the authority of the generally accepted accounting principles, and shall adopt the accrual basis of accounting. The fiscal year shall be a calendar year.
A institutional long-term care juridical entities shall, prior to the thirty-first of May every year, submit the financial report for the previous fiscal year to the board of directors for approval, and shall submit the said report as approved by the Auditor(s) to the competent authority for recordation purposes.
Regulations for preparing the financial reports set forth in the preceding paragraph shall be enacted by the central competent authority.
In the event that the total amount of assets registered under ainstitutional long-term care juridical entities or the total annual revenue of the organization and all institutions established by the organization equals or exceeds NT$30 million, the financial reports of the organization shall be audited and certified by a certified public accountant.
Ainstitutional long-term care juridical entities shall make financial reports available to the public in the manner announced by the central competent authority. This rule also applies to any and all revisions.
Article 15
For the purposes of ensuring service quality and protecting the rights and interests of service users, competent authorities may inspect the financial and business performance of institutional long-term care juridical entities or request such Organizations to provide financial and business performance reports and other relevant documents. Institutional long-term care juridical entities shall not avoid, hinder, or refuse such inspections.
Article 16
Any institutional long-term care juridical entities shall not be aunlimited liability shareholder of a company, a general partner of a limited partnership, or a partner of a partnership enterprise. For such aorganization that is a limited liability shareholder of a company or a limited partner of a limited partnership, the total investment and the amount or percentage of the investment in a single company or limited partnership shall not exceed certain limits.
Any shares acquired by ainstitutional long-term care juridical entities through capital increase out of earnings or reserves in regard to the aforesaid investment, shall not be counted into the total investment and the amount of investment in a single company or limited partnership.
The limits on the total investment of ainstitutional long-term care juridical entities, as set forth in Paragraph 1, are as follows:
1. Ainstitutional long-term care juridical entities shall not engage in investment activities if the total net worth thereof is less than the required amount of capital.
2. Ainstitutional long-term care juridical entities may invest aamount up to forty percent of the excess of the total net worth over the capital amount if the total net worth thereof is greater than, but less than double, the capital amount.
3. Ainstitutional long-term care juridical entities may invest aamount up to sixty percent of the excess of the total net worth over double of the capital amount if the total net worth thereof is equal to or greater than double the capital amount.
The amount of investment made by ainstitutional long-term care juridical entities in a single company shall not exceed twenty percent of the company’s paid-in capital. However, this rule does not apply when the enterprises invested by institutional long-term care juridical entities in accordance with government policies have obtained special approval from the central competent authority.
Institutional long-term care juridical entities shall not invest in derivatives.
Article 17
The assets of ainstitutional long-term care juridical entities shall be registered or held in the name of the organization.
After setting aside the amounts specified in Paragraph 1 of Article 28 and Paragraph 1 of Article 36, a long-term care foundation shall report the donations thereof to the competent authority for approval in advance if the amount of the donations equals or exceeds a certain amount as determined by the central competent authority or a certain percentage of the assets thereof; a long-term care corporation shall report such donations in advance to the competent authority for recordation purposes.
Unless otherwise approved by the competent authority, a long-term care foundation shall not trade, create a right in rem for, lease, lend, or change the use of the real properties owned, or create a right in rem for the fixtures and fittings.
Article 18
Institutional long-term care juridical entities shall not be guarantors.
Institutional long-term care juridical entities shall not lend funds to any persons or pledge the assets thereof as security for any persons.
Article 19
Any institution that engages in long-term care services, as defined in Article 62 of the Long-Term Care Services Act, may apply for exemption from any land value increment tax if it completes registration as ainstitutional long-term care juridical entities in accordance with this Act within five years after this Act becomes effective and, during the aforesaid registration period, gratuitously transfers the land originally used for the purpose of long-term care services to the Institutional long-term care juridical entities for the same purpose. However, in the event of another transfer to a third party, a land value incrementalcapital gains tax shall be imposed, and the land value assessed before the gratuitous land transfer or the land value at the time of the penultimate transfer shall be the original land value.
Article 20
A institutional long-term care juridical entities may merge with other similar Institutional long-term care juridical entities upon approval of the competent authority. The location, category, number, and scale of the institutional long-term care juridical entities owned after the merger shall conform to the requirements set forth in Article 7.
Ainstitutional long-term care juridical entities shall, within fourteen days of the merger approved by the competent authority, prepare and publish financial reports and inventories pertaining to the merger, and shall give notice to every known creditor. Any creditor who objects to the merger shall submit written objections within two months of the publication. Failure to submit objections will be deemed as having recognized the merger.
Any institutional long-term care juridical entities that fails to give notice and publish documents, as stipulated in the preceding paragraph, or fails to pay off creditors who submit objections within the specified period, or fails to provide equivalent collateral, shall not use a merger as a defense against such creditors.
The rights and obligations of institutional long-term care juridical entities eliminated due to mergers shall be accepted in their entirety by the institutional long-term care juridical entities that remain or are established thereafter.
Upon a merger of long-term care oorganizations, the remaining, newly established, or eliminated organizations shall apply to the respective registering authorities for registration of such change, establishment, or dissolution.
Regulations for the conditions, approval processes, revocation or cancellation of approval, and other matters to be complied with in regard to mergers of institutional long-term care juridical entities shall be enacted by the central competent authority.
Article 21
Only institutional long-term care juridical entities that are established in accordance with this Act may use names that contain “ Institutional long-term care juridical entities” or similar names.
The name of a institutional long-term care juridical entities shall not be identical to that of another institutional long-term care juridical entities or likely to cause confusion with any government agency or any other public interest organizations.
The organizations established by ainstitutional long-term care juridical entities shall carry the name of the Institutional long-term care juridical entities.
Article 22
The competent authority may, depending on the severity of the situation, disciplineinstitutional long-term care juridical entities that underperform, violate laws, or fail to conform to the criteria for approval of their establishment, require remedies within a specified period, suspend in whole or in part the business activities thereof, or revoke the approvals issued.
The competent authority may revoke the approvals issued if ainstitutional long-term care juridical entities falls under any of the following circumstances:
1. Failing to establish a long-term care institution that offers in situ services according to the business plan upon approval of the establishment thereof or failing to obtain approval from the competent authority for any change in the business plan, and failing to undertake remedies within a specified period despite being required to do so by the competent authority.
2. Failing to comply with the determination made by the central competent authority in accordance with Paragraph 2 of Article 8 due to a decrease of self-owned assets, termination or change of business of the organizations established, or revocation of the approval issued to such organizations, and failing to undertake remedies within a specified period despite being required to do so by the competent authority.