Enforcement rules on the implementation of commercial group act

Link to law: http://law.moj.gov.tw/ENG/LawClass/LawAll.aspx?PCode=D0050101

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now
Chapter Ⅰ General Principles

Article 1

These enforcement rules were enacted in accordance with Article 75 of commercial group act (hereinafter referred to as the act)

Article 2

Commercial groups should accept the guidance and supervision of entrusting authorities or groups when handling entrusted services in accordance with subparagraph 11, article 5 of the act.

Article 3

The guidance and supervision of purpose enterprise competent authorities to commercial groups mentioned in Paragraph 2, Article 6 of the act should be carried out along with the relevant competent authorities of these commercial groups.

Article 4

(Deleted)

Chapter Ⅱ Commercial trade councils

Section One: Establishment

Article 5

According to Article 10 of the act, corporations and firms of the same trade are the initiators of commercial groups, they submit requisition along with scroll of initiators, copies of registered business licenses to competent authorities for approval; then initiators convene preparatory meetings, establishing preparatory committee, the division of the same trade is as per the division criteria of particular commercial groups.

Article 6

The tasks of preparatory committee are as follows:
1. Investigate the detailed situations of corporations and firms within its governing district.
2. Enact enrollment procedures for members and publicly absorb members.
3. Draw out the draft of articles of commercial trade council.
4. Censor the qualification of members and member representatives and compile scroll.
5. Draw out annual work plan and annual budget book.
6. Draw out overtures.
7. Raise and prepay money for establishing commercial trade council, and report the expenses in inaugural meeting for retroactive admission.
8. Decide the date and locale of inaugural meeting.
9. Select or appoint the chairman or members of the presidium of inaugural meeting.
The execution of the tasks mentioned from subparagraph 3 to subparagraph 6 of pre-paragraph should be submitted to competent authorities for review before the inaugural meeting.
The preparatory committee should finish all the preparatory work within 3 months since the day of its existence, and one more month may be allowed with application to and approval from competent authorities under special circumstances.

Article 7

Within 15 days after establishment, commercial trade council should submit its articles along with the scroll of its members and member representatives, resumes of its staff to competent authorities for review, and the competent authorities should inform purpose enterprise competent authorities.
The competent authorities should issue registration certificate and seal to the commercial trade council whose submitted information complies with the abovementioned regulation.

Section Two: Membership

Article 8

In applying to join in the commercial trade council, a corporation or firm should first fill in an application form and submit it along with its registered business license in two folds to the relevant commercial trade council, then the council shall check the submitted materials; after approval of the council, the commercial trade council then reports the newly absorbed member to competent authorities for future reference.

Article 9

Corporations and firms established in accordance with corporation act or commercial registration act that have not started business should be suspended to join in the commercial trade council.

Article 10

Purpose enterprise competent authorities should report its issuing business licenses to approved corporations and firms to the local commercial associations these corporations and firms belong to.

Article 11

Commercial trade council should issue membership certificates to its member, indicating names of member corporations and firms, names of principals, enrollment date, addresses of corporations and firms, issuing date of membership certificates; Commercial trade council also issues representative certificates to member representatives, indicating each of the member representative’s name, date of birth, native place, gender, enrollment date, place of work, position, household’s address, corresponding address, I.D number with a mug shot of two inches sticking on the certificate.

Article 12

The membership of corporations and firms is to be cancelled with adoption of the council if they have the situations mentioned in Article 14 of the act, then commercial group submits the cancellation of membership to competent authorities and purpose enterprise competent authorities respectively for future reference.

Article 13

In addition to registration under circumstances of particular changes, commercial trade council should make a member registration book and a member representative registration book respectively, and it should check the registration books one month before the calling of general meeting every year so that it may revise the registration books accordingly; commercial trade council should make a scroll of members and a scroll of member representatives respectively and send them to competent authorities for check and reference 15 days before the calling of general meeting.

Article 14

Commercial trade council should inform its members of the calling of general meeting one month beforehand, so that members may declare whether they will continue to appoint the former representatives or appoint new representatives twenty days before calling of the general meeting, those who don’t declare in time automatically abandon the right of appointing former and new representatives. Both the information and declaration should be made in written form.

Article 15

If commercial trade council finds out that member representatives have any of the situations mentioned in Article 17 of the act, it should report the representatives to council to cancel their representative qualification, at the same time, commercial trade council inform its members to reappoint new member representatives.

Article 16

The calculation of entrusted member representatives mentioned in Article 19 of the act should be subject to entrusted member representatives not exceeding half of the attending member representatives in sequence of signing in, the vicegerent right of entrusted member representatives who sign in after the number of entrusted member representatives has exceed half of the number of the attending member representatives in sequence of signing in is invalid.

Section Three: Staff

Article 17

The office term of directors and supervisors mentioned in Article 23 of the act should be calculated from the day of the first meeting of council.
Meeting of council should be convened within 15 days after the closing of general meeting(those approved by competent authorities are not subject this provision).

Article 18

The reappointment of directors and supervisors mentioned in Article 23 of the act refers to that the number of reappointed directors and supervisors should not exceed half of the total number of directors and supervisors stipulated in articles of commercial trade council, and the reappointments are to be decided by means of votes.

Article 19

Within 15 days after directors and supervisors assume office, commercial trade council should compile resumes of its head of directors, directors, standing directors, supervisors, standing supervisors, backup directors, backup supervisors and secretary general in three folds, and submit these resumes to competent authorities for review in accordance with Paragraph 1, Article 7 of the act.

Article 20

The vacancy or absence of directors and supervisors are to be filled by backup directors and supervisors within one month. When no backup directors and supervisors are available and the number of directors and supervisors exceed two thirds of the stipulated number in articles, no by-election is necessary.

Article 21

(Deleted)

Article 22

Directors and supervisors of commercial trade council should not hold the posts of working staff of commercial trade council.

Section Four: Meeting

Article 23

Commercial trade council should inform the representatives of its members of general meeting and report to competent authorities to ask for personnel to attend the meeting in accordance with Article 28 of the act, declaring the type, date, locale of meeting, submitting agenda of the meeting; when the meeting affairs concerns purpose enterprise, commercial trade council may report to purpose enterprise competent authorities to ask for personnel to attend the meeting.
The relevant prescriptions in article 28 of the act also apply to meetings of council or board of supervisors.

Article 24

Commercial trade councils hold preliminary meetings in accordance with Article 30 of the act, the division of district and number of group representatives to be elected from each group member are to be adopted councils and reported to competent authorities for future reference.

Article 25

Within 15 days after the closings of meetings, commercial trade council should send minutes of the meetings (general meeting, meeting of council and meeting of board of supervisors) to members, competent authorities and purpose enterprise competent authorities respectively for review.
If other meetings concern the interests or benefits of particular members, those members should be informed to attend.

Article 26

The head of directors is the chairman of general meeting of commercial trade council, or three to five of directors, supervisors, standing directors and supervisors are to be elected to form a presidium and hold the post of chairman in turn.

Article 27

The number of member representatives of general meeting of commercial trade council is calculated according to the number of member representatives exclusive of those in punishment of authorities suspension.

Article 28

The head of directors or convener of board of supervisors who don’t convene relevant meetings punctually in accordance with Article 31 of the act for two times are considered to have resigned, their posts of head of directors or convener of board of supervisors are relieved immediately and new head of directors and convener are to be elected or appointed.

Article 29

Directors and supervisors of commercial trade council should attend meetings of council and board of supervisors in person, no substitute by others is allowed, two consecutive leaves are considered to be one absence (except for leave of absence to attend to public affairs), those absent from two consecutive meetings are considered to have resigned, and the vacancies are to be filled by backup directors and supervisors.

Article 30

When the meeting affairs or operations of commercial trade council concern the authorities of directors and supervisors, it should be conferred in meeting attended by both more than half of the directors and supervisors respectively, the decisions shall take effect only when approved by more than half of the directors and more than half of supervisors attending the meeting.

Section Five: Fund

Article 31

The membership dues mentioned in Article 34 of the act refers to the perennial membership dues.

Article 32

corporations and firms joining in more than two commercial trade councils should calculate by itself and pay their perennial membership dues after reporting it to the relevant commercial trade councils and getting approval from the councils in accordance with Article 34 of the act and the standards of relevant commercial trade councils.

Chapter Ⅲ League of commercial trade councils

Article 33

Initiators of provincial league of commercial trade councils submit requisition, scroll of initiators and copies of registration certificates to Ministry of the Interior for check and approval and establish provincial league of commercial trade councils in accordance with Article 41 of the act.
The above-mentioned prescriptions also apply to national league of commercial trade councils established in accordance with Article 42 of the act.

Article 34

The perennial membership dues group members of commercial trade councils of all levels should pay stipulated in Article 43 of the act should be calculated into budget on the basis of last financial year’s final accounts according to the articles of league of commercial trade councils.
The above-mentioned budget books and final accounts books should be sent to competent authorities and relevant leagues respectively for review.

Article 35

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

Chapter Ⅳ Leagues and trade councils of export trades

Article 36

The division of export trades mentioned in Article 49 of the act is subject to particular criteria of each commercial group.

Article 37

Trade councils of export trades in special zones should organize teams of research, experiment and inspection in accordance with Paragraph 2, Article 51 of the act, draw out brief articles of the teams and submit the brief articles to competent authorities and purpose enterprise competent authorities for check and future reference.

Article 38

In addition to prescriptions of this chapter, the relevant prescriptions of chapter Ⅱ and chapter Ⅲ also apply to leagues and trade councils of export trades in special zones.

Chapter Ⅴ Commercial association

Article 39

The prescriptions of Article 34 of the act apply to perennial membership dues mentioned in Subparagraph 1, Article 59 of the act.

Article 40

When the member representatives of commercial association of county (city) or municipality directly under central government exceed 300 persons, preliminary meetings according to the division of districts should be held before the general meeting in accordance with Article 30 of the act, and representatives are to be elected pro rata from each district to attend the general meeting.

Article 41

In addition to prescriptions of this chapter, the relevant prescriptions of chapterⅡand chapter Ⅲ apply commercial associations of all levels.

Chapter Ⅵ Supervision

Article 42

The time limit commercial group sets for corporations or firms to join in the groups in accordance with Paragraph 1, article 63 of the act should be no less than three months.

Article 43

When competent authorities execute punishments concerning affairs of purpose enterprises in accordance with Article 67 of the act, they should consult with and reach agreements with purpose enterprise competent authorities; this is same of purpose enterprise competent authorities when they execute punishments in accordance with Paragraph 4 of Article 67 of the act.

Chapter Ⅶ Supplementary Provisions

Article 44

(Deleted)

Article 45

The recall of election, financial treatment and the supervision of working staff of commercial groups are subject to the rules of recalling of people’s group selection, financial treatment and the working staff supervision of industrial and commercial groups in addition to the act and these enforcement rules.

Article 46

The amendments of commercial groups in accordance with Article 74 of the act should be reported to competent authorities for review.
Commercial groups amend provisions and increase the number of directors and supervisors in accordance with Article 74 of the act, the office term of increased directors and supervisors by-elected before the expiration of the former directors and supervisors expire at the same date of these former directors and supervisors.

Article 47

These enforcement rules take effect as of the date of promulgation.