| Article 1 |
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| Article 2 |
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| Article 3 |
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| Article 4 |
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| Article 5 |
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| Article 6 |
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| Article 7 |
Before applying for company incorporation, or for alteration of the registered amount of capital of the company, the company shall first obtain an auditing certificate from an independent certified public accountant. Regulations governing the foregoing process shall be prescribed by the central competent authority. |
| Article 8 |
The term "responsible persons" of a company as used in this Act denotes shareholders conducting the business or representing the company in case of an unlimited company or unlimited company with limited liability shareholders; directors of the company in case of a limited company or a company limited by shares.
The managerial officer or liquidator of a company, the promoter, supervisor, inspector, reorganizer or reorganization supervisor of a company limited by shares acting within the scope of their duties, are also responsible persons of a company. |
| Article 9 |
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| Article 10 |
Under either of the following circumstances, the competent authority may, ex officio or upon an application filed by an interested party, order the dissolution of a company:
1. Where the company fails to commence its business operation after elapse of six months from the date of its company incorporation registration, unless it has made an extension registration; or
2. Where, after commencing its business operation, the company has discontinued, at its own discretion, its business operation for a period over six months, unless it has made the business discontinuation registration.
3. Where a final judgment has adjudicated to prohibit the company from using its company name, the company fails to make a name change registration after elapse of six months from the final judgment, and fails to make a name change registration after the competent authority has ordered the company to do so within a given time limit. |
| Article 11 |
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| Article 12 |
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| Article 13 |
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| Article 14 |
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| Article 15 |
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| Article 16 |
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| Article 17 |
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| Article 17-1 |
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| Article 18 |
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| Article 19 |
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| Article 20 |
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| Article 21 |
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| Article 22 |
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| Article 23 |
The responsible person of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from.
If the responsible person of a company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, he/she shall be liable, jointly and severally, for the damage to such other person. |
| Article 24 |
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| Article 25 |
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| Article 26 |
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| Article 26-1 |
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| Article 27 |
Where a government agency or a juristic person acts as a shareholder of a company, it may be elected as a director or supervisor of the company provided that it shall designate a natural person as its proxy to exercise, in its behalf, the duties of a shareholder.
Where a government agency or a juristic person acts as a shareholder of a company, its authorized representative may also be elected as a director or supervisor of the company; and if there is a plural number of such authorized representatives, each of them may be so elected.
Any of the authorized representatives of a company referred to in Paragraphs I and II of this Article may, owing to the change of his/her functional duties, be replaced by a person to be authorized by the company so as to fulfill the unexposed term of office of the predecessor.
Any restriction placed upon the power or authority of the authorized representatives set forth in Paragraph I and Paragraph II of this Article shall not be set up as a defence against any bona fide third party. |
| Article 28 |
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| Article 28-1 |
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| Article 29 |
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| Article 30 |
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| Article 31 |
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| Article 32 |
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| Article 33 |
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| Article 34 |
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| Article 35 |
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| Article 36 |
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| Article 37 |
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| Article 38 |
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| Article 39 |
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