ChapterⅠ General Principles

Article 1

Commercial Groups are organized to promote trades both home and abroad, accelerate economic development, harmonize relationship of the same trade, strengthen mutual benefits.

Article 2

Commercial groups mentioned in the act are legal persons.

Article 3

The classification of commercial groups is as follows:
Ⅰ Commercial Trade Council:
1. County or city commercial trade council.
2. Commercial trade council of municipality directly under central government.
3. National commercial trade council.
Ⅱ League of commercial trade councils:
1. Provincial league of commercial trade councils
2. National league of commercial trade councils
Ⅲ Trade council and league of export trades:
1. Trade council of export trades in special zones.
2. National league of trade councils of export trades.
Ⅳ Commercial Association:
1. County and city commercial association.
2. Provincial or municipal commercial association.
3. General Chamber of Commerce of R.O.C.
Provincial (municipal), county and city commercial groups should each take the name of the district it belong to before its title; likewise, the trade councils of special zones should each take the name of the special zone it belong to before its title; national commercial groups should each take R.O.C before its title.
Each trade council of specific trade should take the name of the specific trade before its title.
Commercial trade councils established in accordance with item 3, subparagraph 1 of Paragraph 1 are subject to their purpose enterprise competent authorities having no local competent authorities.

Article 4

The criteria of classification of commercial groups of different trades are decided and adjusted by The Ministry of Economic Affairs together with the Ministry of the Interior.

Article 5

The tasks of commercial group are as follows:
1. The investigation, statistics, research and promotion of development of commerce both home and abroad.
2. Contact, introduction and enhancement of international trade.
3. Help to carry out and research the economic policies and commercial decrees of government and give suggestions.
4. Mediation of commercial conflicts between business partners.
5. Training of professional skill and knowledge of staff of the same trade.
6. Advertising, exhibition and certification of commodities of its members.
7. Setting up, dynamic investigation, registration of basic data on its members and member representatives.
8. Application and change of license as entrusted by its members and other service item.
9. Hold social commonweal affairs.
10. Protection of members’ legal rights.
11. Service items entrusted by governmental authorities and groups.
12. Participation into social activities.
13. Other services stipulated in accordance other relevant acts.

Article 6

The competent authorities of county (city) commercial associations and commercial trade councils are the county (city) government; the competent authorities of commercial associations and commercial trade councils of municipalities directly under the central government are the municipality governments; The Ministry of the Interior is the competent authorities of provincial commercial associations and leagues of commercial trade councils, general chamber of commerce of R.O.C., national commercial trade council, national league of commercial trade councils, commercial trade councils of export trades in special zones, national league of commercial trade councils of export trades.
The purpose enterprises of the above-mentioned commercial groups are subject to the guidance and supervision of the relevant purpose enterprise competent authorities.

Article 7

The locale of meeting of commercial group should be in the locale of the competent authorities, exceptions approved by the competent authorities are allowed; commercial group should establish offices upon resolution of the general members’ meeting.

Chapter Ⅱ Commercial trade council

Section One: Establishment

Article 8

In a county, city, municipality, nationwide or in a municipality directly under central government with more than five licensed trade councils or firms of the same trade established in accordance with corporation act or commercial registration act, a commercial trade council should be organized.

Article 9

A district can have only one commercial trade council of the same trade. Exception is given to those that have been established before the adjustment of administrative districts.

Article 10

The establishment and organization of commercial trade council should be reported to competent authorities for approval. The competent authorities shall send personnel to attend the preparatory and establishment meetings as non-voting delegates; and a commercial trade council should submit the articles, scroll of its members and resumes of working staff to the competent authorities for future reference. The competent authorities shall inform the competent authority in charge of the relevant business.

Article 11

The articles of commercial trade council should clearly state the follow items:
1. Title
2. Purpose
3. Ruling area
4. Locale of Meeting
5. Tasks
6. Organizational structure
7. Qualification for members and procedures of enrollment and withdrawing from the council
8. Members’ rights and obligations
9. The number and criteria of selection of member representatives
10.The number, office term, authorities, election and dismission of directors and supervisors.
11.Meeting
12.Fund and accounting
13.Enactment and revision of articles.

Section Two: Members

Article 12

All licensed publicly owned or nongovernmental corporations or firms established in accordance with the Company Act or Business Registration Act should join the local commercial trade councils and become members within one month following the establishment; multi-occupation corporations or firms should join at least one of the commercial trade councils and become members, unless otherwise stipulated by law.
The above-mentioned members should send member representatives to attend the meetings of commercial trade councils.

Article 13

Factories with salesrooms are also considered commercial corporations or firms.

Article 14

Commercial corporations or firms should withdraw from commercial trade councils when they stopped business, move out of the ruling area of the commercial trade councils, or subject to the penalty of permanent suspension.

Article 15

Each corporation or firm send one to seven member representatives to commercial trade council in proportion to the level of its membership dues which is stipulated in articles of the commercial trade council.

Article 16

Member representatives should be principals, managers or staff of the corporations or firms who currently hold the posts, and they must be at least of 20 years of age. Corporations and firms may reappoint their member representatives at anytime according to their needs and the formerly appointed member representatives lose the representative qualification once new representatives are appointed.

Article 17

People who have any of the following situations can not become member representatives:
1. Those in the execution of verdict after committing crimes.
2. Those who have been deprived of public rights.
3. Those who have been placed under custodianship and such custodianship has not yet been withdrawn.
4. Those who are charged with bankruptcy and the charge has not been cancelled.
Appointed member representatives who have any of the above-mentioned situations lose their representative qualification automatically and the vacancies are to be filled by newly appointed member representatives.

Article 18

Member representatives have selection right and the rights of voting, vetoing and being elected, one vote for each ember representative.

Article 19

When member representatives cannot attend the general meetings in person, they should entrust (in written form) other member representatives to deputize their votes. Each member representative can only deputize one member representative, and the number of member representatives who deputize other member representatives should not exceed half of the number of attending member representatives.

Section Three: Staff

Article 20

Commercial trade council should have directors and supervisors who are to be elected in general meetings from among member representatives and a council and a board of supervisors are to be established; the number of directors and supervisors are subject to the following rules:
1. The directors of a county or city commercial trade council should not exceed 21 persons.
2. The directors of a commercial trade council in a municipality directly under the central government should not exceed 33 persons.
3. The directors of a national commercial trade council should not exceed 39 persons.
4. The number of directors should not exceed half of the number of member representatives.
5. The number of supervisors should not exceed one third of the number of directors.
6. The number of backup directors and supervisors should exceed one third of the number of the directors and supervisors respectively.
If the number of directors or supervisors of each commercial trade council is more than three, standing directors and standing supervisors are to be elected from them, but the number should not exceed one third of the number of directors and supervisors respectively, a head of directors is to be elected from the standing directors (when there is no standing director, the head of directors is to be elected from the directors); when standing supervisors exceed three persons, a convener of the board of supervisors is to be elected from the standing supervisors.

Article 21

The council and the board of supervisors carry out their duties according to the articles adopted in general meeting.

Article 22

The head of directors should be of R.O.C nationality and has residence in R.O.C.
At lease two thirds of the directors, supervisors, standing directors and standing supervisors are of R.O.C. nationality and have residences in R.O.C. respectively.

Article 23

The office term of directors and supervisors is three years, those who hold office consecutively should not exceed half of the directors and supervisors that currently hold posts; the reappointment of the head of directors should not exceed two consecutive office term.

Article 24

Directors and supervisors are unpaid positions.

Article 25

Directors and supervisors who have any of the following situations are to be relieved immediately and the vacancies are to be filled by backup directors and supervisors.
1. Lose the qualification of member representative.
2. Resignation adopted by the council and the board of supervisors.
3. Dismission, recalling in accordance with the act.
4. The corporations or firms they represent withdraw from commercial trade council in accordance with the act or are in punishment of membership suspension or log-out their membership.

Article 26

Commercial trade council should employ and dismiss its working staff in accordance with its articles and carry out the affairs of commercial trade council under the order of the head of directors.

Section Four: Meeting

Article 27

General meetings are decided by the council and convened by the head of directors, they include the follows:
1. Regular meetings convened at least once a year.
2. Temporary meetings convened when the council consider them necessary or convened when one fifth of the member representatives demand or convened when demanded by the board of supervisors.
When the above-mentioned meetings cannot be convened according to the act, the competent authorities should appoint a director to convene these meetings.

Article 28

General meeting should be announced 15 days ahead of time (temporary meetings are not subject to this limit when they can be conveyed punctually).
The competent authorities should send personnel to attend the aforementioned meetings as non-voting delegates.

Article 29

The decisions made in general meetings will take effect when more than half of the member representatives attend the meetings and half of the attending member representatives agree to them. But, about the following items, the decisions will take effect only when more than two thirds of the member representatives attending the meetings and more than two thirds of the attending member representatives agree to the decisions.
1. The modification of articles.
2. Punishment of members and/or member representatives.
3. Dismission of directors and/or supervisors.
4. Punishment of property.
5. Decisions about liquidation and the appointment of personnel in in charge of liquidation.

Article 30

When the member representatives of commercial trade council exceed three hundred persons, preliminary meetings are to be hold according to the division of districts before general meeting; group member representatives are to be elected in proportion to the number of member representatives of each district and then the group member representatives attend the general meeting to make decisions and exert duties of commercial trade council.

Article 31

Council and board of supervisors should hold meetings respectively at lease once three months, the backup directors and supervisors should also attend the meetings.

Article 32

The decisions made in the meetings of council and board of supervisors are to take effect when more than half of the directors and supervisors attend the meetings respectively; the resignation of directors and supervisors should be adopted and take effect only when more than half of the directors and supervisors attend the meetings respectively and more than two thirds of the attending directors and supervisors respectively agree to the resignation.

Section Five: Fund

Article 33

The income of fund of commercial trade council includes the following:
1. Admission fee paid by members when joining the commercial trade council, which is stipulated in the articles.
2. Perennial membership dues in proportion to the members’ level of principal amount with reference to their turnover; the criteria of levels and membership dues are stipulated in articles of commercial trade council. When members purchase chambers, acquire equipment or hold exhibitions, they should accordingly pay extra membership dues upon resolution of the general members’ meeting.
3. Operating fee raised in accordance with decisions made in general meeting.
4. Entrusted income.
5. The fund and the interest thereof.

Article 34

Multi-occupation corporations or firms that join more than two commercial trade councils should pay their membership dues to each commercial trade council according to the turnover of each trade in accordance with the articles of relevant commercial trade council.

Article 35

The total operating cost, the amount of each share, and the number of shares to be borne by each member shall be determined in accordance with decisions made in the general meeting; the same applies in the event of adjustments to these amounts.

Article 36

The above-mentioned operating fee is not refundable when members withdraw from commercial trade council.

Article 37

The budget, final accounts of commercial trade council should be compiled into a report book and sent to board of supervisor for check, then adopted in general meetings and reported to competent authorities and purpose enterprise competent authorities respectively for future reference.

Article 38

Enterprises run by commercial trade council should have separate accountants and the financial reports should be sent to board of supervisors for check yearly, then adopted in general meeting and finally reported to competent authorities and purpose enterprise competent authorities respectively for future reference.

Article 39

When being dissolved, commercial trade council should carry out liquidation work and the personnel in charge of the liquidation are to be appointed in general meeting; when no personnel can be appointed, the commercial trade council or the interest-concerned parties or the competent authorities should request the local court to appoint the personnel in charge of the liquidation work.
The surplus property of commercial trade council after liquidation belong to the newly organized commercial trade council, when no enough members are available to form a new commercial trade council, the surplus property goes to the commercial trade council of upper level.

Article 40

The halt of enterprises run by commercial trade council should be adopted in general meeting, after the halt of the enterprises, the rights and obligations are to be borne by the commercial trade council.

Chapter Ⅲ League of commercial trade councils

Article 41

If half of the counties in a province have established county commercial trade councils, a provincial commercial trade council is to be organized with approval from The Ministry of the Interior.
If less than half of counties in a province have established county commercial trade councils, a league of commercial trade council should be organized with approval from the Ministry of the Interior.

Article 42

A national commercial trade council shall be established with approval from Central competent authorities when there are more than three provincial commercial trade councils and commercial trade councils of municipality directly under central government.
A national league of the commercial trade councils should be established with approval from central competent authorities altogether with central purpose enterprise competent authorities when there are only less than seven provincial commercial trade councils and commercial trade councils of municipality directly under central government.
County (city) commercial trade councils whose provincial league of commercial trade councils has dissolved or who do not belong to a provincial league of commercial trade councils may join the national commercial trade council and become a member.

Article 43

The fund of commercial trade councils of all level are borne by their group members in proportion to their perennial membership dues (ranging from five to twenty percent), which is to be stipulated in the articles of relevant commercial trade councils.

Article 44

The attending representatives of commercial trade councils of all levels are to be elected from among the member representatives of their affiliated group members; the number of representatives is in proportion to the expenses borne by each group member, which is to be stipulated in the relevant articles.

Article 45

The directors and supervisors of commercial trade councils of all levels are to be elected from the attending representatives in general meeting; a council and a board of supervisors are to be established, the regulations of number of directors and supervisors are as follows:
1. A provincial league of commercial trade councils should have no more than 33 directors.
2. A national league of commercial trade councils should have no more than 39 directors.
3. The number of directors should not exceed half of the number of the whole member representatives.
4. The number of supervisors should not exceed one third that of the directors.
5. The number of backup directors and backup supervisors should not exceed one third of that of the directors and supervisors respectively.
When there are more than three directors and supervisors respectively, standing directors and standing supervisors should be elected from among them; the number of standing directors and supervisors should not exceed one third of the number of the directors and supervisors respectively; a head of director is to be elected from among the standing directors (the head of directors is to be elected from among directors if no standing directors are available), a standing supervisor is to be elected the convener of the board of supervisors when there are more than three standing supervisors.

Article 46

Leagues of commercial trade councils of all levels should report the regulations to regulate the activities of affiliated purpose enterprises (when necessary) for adoption and send the decisions to purpose enterprise competent authorities for check and approval.

Article 47

In addition to the prescriptions in this chapter, the relevant prescriptions of chapter Ⅱ also apply to all leagues of commercial trade councils.

Chapter Ⅳ Leagues of trade councils of export trades.

Article 48

The Ministry of the Interior decides and adjusts the division of organizational area of trade councils of export trades in special zones.

Article 49

A trade council should be established with approval from the competent authorities when in a special zone, there are more than five licensed corporations and firms of export trades established in accordance with corporation act or commercial registration act.
A national league of trade councils of export trades is to be established with approval from Central competent authorities when there are more than three trade councils in a special zone.

Article 50

Corporations and firms of export trades that are not located in special zones are allowed to join in the relevant trade councils of export trades in an adjoining special zone.

Article 51

The trade council of export trade in special zone hands the following operations:
1. Assist its members to register, sell, store, choose, pack and transport the exporting commodities and manage other common operational facilities.
2. Assist its members to develop international markets and collect international market conditions.
3. Help its members to establish export organizations in home or establish combined agencies abroad.
4. Provide services of commodity quality research and experiment to its members.
5. Carry out the inspection work as entrusted by qualify inspection authorities.
When handing the operations mentioned in subparagraph 4 and subparagraph 5, the trade council in special zone should organize teams of research, experiment and inspection.

Article 52

In special zone without trade council of export trade, the industrial boards of trade should handle the operations mentioned in article 51 with approval from central competent authorities and central purpose enterprise competent authorities.
When the trade council of export trade is established in this special zone, it will take over the operations mentioned in article 51.

Article 53

The directors and supervisors of trade councils of export trade in special zones and national leagues of trade councils of export trade are elected from among the member representatives in general meetings; councils and board of supervisors are to be established, the number of directors and supervisors is as follows:
1. A trade council of export trade in a special zone should have no more than 33 directors.
2. A national league of trade councils of export trade should have no more than 39 directors.
3. The number of directors should not exceed half of the number of the member representatives.
4. The number of supervisors should not exceed one third of the number of directors.
5. Backup directors and supervisors should not exceed one third of the number of directors and supervisors respectively.
Standing directors and supervisors are to be elected when there are more than three directors or supervisors respectively in commercial group, the number of standing directors or standing supervisors should not exceed one third of the number of directors or supervisors respectively; a head of directors is to be elected from among the standing directors(the head of directors is to be elected from among the directors if no standing directors are available), a convener of the board of supervisors is to be elected from the standing supervisors when standing supervisors exceed three persons.

Article 54

In addition to prescriptions of this chapter, the relevant prescriptions of chapter Ⅱ and chapter Ⅲ also apply to trade council of export trade and league of trade councils of export trade.

Chapter Ⅴ Commercial association

Article 55

County (city) commercial associations are organized by the following members:
1. County(city) commercial trade councils.
2. Licensed corporations and firms in the county (city) that have no county (city) commercial trade councils available to join in.

Article 56

Provincial Commercial associations are organized by the following members:
1. County(city) commercial associations.
2. Provincial leagues of all commercial trade councils.

Article 57

Commercial associations of municipality directly under central government are organized by the following members:
1. Commercial trade councils of municipality directly under central government.
2. Licensed corporations and firms in municipality directly under central government that have no commercial trade councils to join in.

Article 58

General Chamber of Commerce of R.O.C. are organized by the following members:
1. Provincial (municipal) commercial associations.
2. National commercial trade councils.
3. National leagues of commercial trade councils.
4. National leagues of trade councils of export trade.
5. Trade councils of export trade in municipality directly under central government without national leagues.

Article 59

The funds of commercial associations of all levels are as follows:
1. Membership dues paid by group members in proportion to their income of perennial membership dues (ranging from one tenth to two tenths), which is to be stipulated in the relevant articles.
2. Perennial membership dues paid by member corporations and firms( no more than the minimum perennial membership dues of group members is allowed), which is to be stipulated in the relevant articles.

Article 60

The number of attending representatives of commercial associations of all levels are stipulated as follows:
1. Group members send representatives to attend the meetings of commercial associations in proportion to expenses they bear, the specific criteria are to be stipulated in the relevant articles.
2. Member corporations and firms each send one representative who is the principal or manager of the corporation or firm, the number of directors or supervisors held by representatives of member corporation and firms should not exceed one third of the number of the directors and supervisors of the commercial association respectively.

Article 61

The directors and supervisors of commercial associations of all levels are to be elected from among the attending representatives in general meetings, councils and boards of supervisors are to be organized, the number of directors and supervisors is stipulated as follows:
1. A county (city) commercial association should have no more than 27 directors.
2. A provincial (municipal) commercial association should have no more than 33 directors.
3. The General Chamber of Commerce of the R.O.C. should have no more than 51 directors.
4. The number of directors should not exceed half of the number of the whole representatives.
5. The number of supervisors should not exceed one third of the number of the directors.
6. Backup directors and supervisors should not exceed one third of the number of directors and supervisors respectively.
Standing directors and supervisors are to be elected when there are more than three directors or supervisors respectively in commercial group, the number of standing directors or standing supervisors should not exceed one third of the number of directors or supervisors respectively; a head of directors is to be elected from among the standing directors(the head of directors is to be elected from among the directors if no standing directors are available), a convener of the board of supervisors is to be elected from the standing supervisors when standing supervisors exceed three persons.

Article 62

In addition to prescriptions of this chapter, the relevant prescriptions in Chapter Ⅱ also apply to commercial associations of all levels.

Chapter Ⅵ Supervision

Article 63

Commercial groups should inform (in written form) the corporations and firms that don’t join in the groups in accordance with the act and demand them to join in the relevant commercial groups within a time limit; they report those that still don’t join in the relevant commercial groups within the time limit to competent authorities and request them to join in the relevant groups within three months, those that still don’t join in the relevant commercial groups within the three months are to be fined NT$1,500 to NT$10,000
Commercial groups report groups that don’t join in the relevant commercial groups to competent authorities and the competent authorities inform the groups to join in the relevant commercial groups within a time limit, those that still don’t join in the relevant groups three months after the time limit are to be punished according to prescriptions of Article 67.

Article 64

Commercial groups punish their members that don’t pay membership dues in accordance with the articles as per the following procedures:
1. Persuasion for those that suspend to pay membership dues for three months.
2. Warning for those that suspend to pay membership dues for six months and pay no response after persuasion.
3. Membership suspension for those that suspend to pay membership dues for nine months and pay no response after persuasion and warning; these members cannot attend all meetings of commercial group and cannot enjoy all rights of members of commercial groups, the member representatives of these members who have be elected directors or supervisors are to be dismissed immediately.

Article 65

Corporations and firms that still don’t resume business after one year of business halt are to be deprived of their membership with adoption of councils and the decisions are to be reported to competent authorities and business license issuing authorities for future reference.

Article 66

If directors and supervisors of commercial groups break the act or commit jobbery when executing their duty, and one tenth of the member representatives put forward the phenomena, and the phenomena of breaking the rules or committing jobbery are testified by two thirds of the representatives present in general meetings where two thirds of the member representatives are in attendance, the rule-breaking and/or jobbery-committing directors and/or supervisors are to be punished by competent authorities as per relevant acts.

Article 67

If commercial groups break the act, overstep their authorities scope, hamper commonweal affairs or meeting affairs, the competent authorities are to punish them as per the following procedures:
1. Warning
2. Canceling their decisions
3. Canceling all or partial of their operations
4. Dismiss their directors and supervisors.
5. Restructure the commercial groups.
6. Dissolve the commercial groups.
Commercial groups are to be reorganized right after being dissolved.
The competent authorities of lower level should report the punishments of subparagraph 3, subparagraph 4, subparagraph 5, subparagraph 6 of Paragraph 1 to competent authorities for approval.
The purpose enterprise competent authorities may execute the punishments of subparagraph 1, subparagraph 2 and subparagraph 3 of Paragraph 1.

Article 68

Commercial groups should not run lucrative enterprises.

Article 69

Commercial groups should not persuade their affiliated members ot donate money without adoption in general meeting and approval from competent authorities.

Article 70

Those that don’t pay fine in accordance with the act are to be transferred to court for compulsory execution.

Chapter Ⅶ Supplementary Provisions

Article 71

Deleted.

Article 72

The central competent authorities decide the management of working staff and the treatment of financial affairs of commercial groups.

Article 73

The relevant prescriptions of Chapter Ⅴ apply to commercial groups of overseas Chinese.

Article 74

Commercial groups established before the implementation of the act are to revise their organizational structure and articles in accordance with the act.

Article 75

The enforcement rules of implementation of the act are decided by the Ministry of the Interior and Ministry of Economic Affairs.

Article 76

The act takes effect as of the date of promulgation.
The articles of this law amended on 12nd May of 2009 of the Republic of China take effect on 23rd November of 2009.