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S P R I N G 2 0 1 9
29
5. The shareholders of a company limited
by shares may enter into a written
voting agreement or form a voting trust.
Improve the corporate
governance
1. Provisions regarding de facto directors
apply to all types of companies having
directors, rather than being limited to
public companies.
2. Expand the scope of personal interest
of a director: if the spouse or blood
relations within the second degree
of the director, or a company having
holding or subordinate relationship
with the director, have personal interest
in the matter under discussion, it
is deemed that such director has a
personal interest in the matter under
discussion.
3. It is amended that the shareholder of
limited companies shall be responsible
for the corporate debt. If a shareholder
of a limited company abuses the status
of a juridical person of such company,
resulting in making the company liable
for a certain debt and having significant
difficulty in paying off such debt, where
necessary, such shareholder shall be
liable for such debt.
4. A majority of the directors may make
a written request to the chairman to
convene the board meeting. If the
chairman fails to convene the board
meeting within 15 days of the written
request, a majority of the directors may
convene the board meeting on their own.
5. Expand the categories of matters for
inspection: lower the threshold for
the shareholders' application for an
inspector and expand the categories of
matters for inspection to the documents
and records for specific matters and
specific transactions.
6. Directors, supervisors and major
shareholders have the responsibility to
make a report: companies shall report
electronically on a regular basis, every
year or at the time of any change of the
name, nationality, birthdate or date of
incorporation, identification number,
number of shares held or amount of
capital contribution, and other matters
required by the competent authority of
the directors, supervisors, managers,
and shareholders of 10 percent or above
shareholding (contributions).
7. Repeal bearer shares.
Safeguard shareholders' rights
1. Add the restriction on matters that
cannot be proposed through an
extempore motion: the subject matters,
such as reduction of capital, application
to withdraw the public offering, release
and discharge directors from non-
compete obligations, capitalization
of earning, and capitalization of legal
reserve, shall be explained in the cause
of convention in the meeting notice
and shall not be proposed through an
extempore motion.
2. Implement shareholder's right to make
proposal: the amendment provides four
causes for which the board of directors
may not include a shareholder's
proposal in discussion. Except for
such four causes, the board of directors
shall include a shareholder's proposal
in discussion.
3. The shareholders holding the majority
of the outstanding shares for over three
months may convene an extraordinary
shareholders' meeting on their own.
4. The convener of a shareholders'
meeting may request that the company
or its agent provide the roster of
shareholders.
5. The threshold for minority shareholders'
request for the supervisor to file an
action against the director on behalf of
the company is lowered to a continuous
holding of at least one percent of the
total outstanding shares for six months.
Build an international
environment and improve the
regulations on branches of
foreign companies
1. Eliminate the recognition system for
foreign companies.
2. A company may register its foreign
language name as identified in its
articles of incorporation.