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Chapter 2 Institutional long-term care juridical entities
Section 3 Long-Term Care Corporations
Article 30
A long-term care corporation shall submit articles of incorporation, a business plan, and relevant documents to the competent authority to apply for approval of the incorporation thereof. Moreover, it shall form a board of directors in accordance with the articles of incorporation within thirty days of approval and carry out the tasks prescribed below:
1. A public interest-oriented long-term care corporation shall, within thirty days from the day when the board of directors is formed, submit the list of directors to the competent authority for approval. Such corporation shall, within thirty days of approval, apply to the competent district court for registration as a corporation, and shall, within fifteen days of issuance of a registration certificate by the court, submit a photocopy of the certificate to the competent authority for recodation purposes.
2. Any long-term care corporation other than those specified in the preceding subparagraph shall, within thirty days from the day when the board of directors is formed, submit the list of directors to the competent authority for registration in order to obtain a certificate of registration as a corporation.
Article 31
The articles of incorporation of a long-term care corporation shall contain the following particulars:
1. Its purpose, name, main business office, and branch offices.
2. The total amount of properties;
3. Business activities.
4. The number, qualifications, methods of selection, term of office, appointment, and removal of directors and Board Auditors.
5. The method of selection, term of office, appointment, and removal of the chairman of the board.
6. The organization and authority of the board of directors as well as the methods of reaching resolutions.
7. Acquisition and loss of membership.
8. Capital contribution by members, distribution of surpluses and deficits, and voting rights; however, public interest-oriented long-term care corporations are not required to indicate the distribution of surpluses.
9. The causes for dissolution and ownership of the remaining properties.
10. The date when the articles of incorporation are effective.
Article 32
Each member of a long-term care corporation shall have one voting right. However, a corporation may stipulate in the articles of incorporation that voting rights of a member depend on the percentage of the contribution thereof.
A long-term care corporation may stipulate in the articles of incorporation that the rights a member has over the property of the corporation depend on the amount of the contribution thereof, and that a member may transfer, in whole or in part, the share held to a third party.
A member of a long-term care corporation who acts as a director or Board Auditor shall report any transfer of the share held to a third party to the competent authority for recordation purposes. Any director or Board Auditor who transfers in whole the share held will be ipso facto removed from office.
The proviso of Paragraph 1 and the provisions of the preceding two paragraphs do not apply to public interest-oriented long-term care corporations.
Article 33
The board of directors of a long-term care corporation shall consist of three to seventeen directors. However, the board of directors of a public interest-oriented long-term care corporation shall consist of no less than seven directors.
The chairman of the board shall be elected by directors from among themselves, and may be re-elected for consecutive terms.
The requirements for the composition of directors are as follows:
1. There shall be at least one director who possesses the qualifications for long-term care personnel.
2. The total number of directors who are representatives designated by for-profit corporation members and noncitizens shall not exceed one-third of the total number of directors, and such persons shall not act as the chairman of the board.
Article 34
A long-term care corporation shall obtain approval from the competent authority for any change in the articles of incorporation and registered particulars. This rule shall also apply to the dissolution thereof.
A public interest-oriented long-term care corporation shall, within thirty days of approval of the competent authority, file the aforesaid change or registration of dissolution with the competent court.
Article 35
If a long-term care corporation is unable to hold a re-election after the term of office of directors expires or if director vacancies occur and cannot be filled, which are likely to hinder the functions of the board of directors, the competent authority may, upon petition by other directors or stakeholders or upon its own authoritysuasponte, require the corporation to convene an extraordinary general meeting within a specified period to carry out a by-election. If a general meeting cannot be convened within the specified period, the competent authority may appoint directors to fill the positions. Regulations for such appointment shall be enacted by the central competent authority.
If any director of a long-term care corporation violates laws or the articles of incorporation, and which are likely to jeopardize the interests of the corporation or any organizations established by the corporation or to prevent the corporation or any such organizations from operating normally, the competent authority may, upon petition by other directors or stakeholders or upon its own authoritysuasponte, require removal of such director.
If any resolution passed by the board of directors of a long-term care corporation violates laws or the articles of incorporation, which is likely to jeopardize the interests of the corporation or any organizations established by the corporation or to prevent the corporation or any such organizations from operating normally, the competent authority may, upon its own authoritysuasponte, require the board of directors to be dissolved and the Board Auditors to convene a general meeting and carry out a re-election.
Article 36
A long-term care corporation shall set aside at least ten percent of its surplus from the previous fiscal year to conduct related research and development, professional training, long-term care education, and social welfare activities. It shall also set aside at least twenty percent as working capital.
A public interest-oriented long-term care corporation that engages in social welfare activities shall set aside a surplus in accordance with the preceding paragraph.
A long-term care corporation may distribute its surplus only after setting aside the amounts set forth in Paragraph 1. However, a public interest-oriented long-term care corporation shall not distribute its surplus.