公司法所含公司種類之研究
Date Issued
2002
Date
2002
Author(s)
DOI
902414H002032
Abstract
Nowadays, the types of companies found
in Taiwan are fourfold: the unlimited
company, the limited company, the unlimited
company with members with limited liability,
and the company limited by shares. It is
worth briefly explaining their characteristics
here. The unlimited company is comprised of
two or more members who bear unlimited
liability jointly and severally for the debts of
the company. No substantial differences can
be identified between the unlimited company
and the partnership except that the former has
a legal personality distinct from its members.
The limited company is incorporated by
one or more members (since November 2001,
for the first time, the Taiwan Company Law
has permitted the incorporation of a
one-person company). It is a closed company,
but its control and ownership have been
separated. In this type of company, there are
no shares; a member cannot transfer all or
any part of his or her contribution to the capital of the company to non-members
without the consent of the majority of all
other members.
The unlimited company with members
having limited liability is organized by one or
more members with unlimited liability and
by one or more members having limited
liability. Members with unlimited liability are
jointly and severally liable for corporate
debts, just like those members of the
unlimited company. Aside from this,
members bearing limited liability are
responsible for company debts, but these are
limited to the amounts of capital contributed
by them. While members with unlimited
liability run the business, the function of
members with limited liability is only to
provide the company with capital.
The company limited by shares is
incorporated by two or more natural persons
(or in the case where a company or
government is the shareholder, the
one-person company is admitted), and each
shareholder is liable to the company in the
amount of the shares subscribed by him.
In the “Re-structuring the Taiwan
Company Law”, on account of the extremely
small number of unlimited companies (only
32) and of unlimited companies with
members with limited liability (only 15) in
Taiwan, the proposed change is to abolish
these two types of companies in future
legislation. Meanwhile, based on the interview, we
found that most of these two types companies
are no longer in operation; even so, some of
the entrepreneurs do not understand the
reasons of choosing such type of company at
the very beginning by the promoters.
Subjects
unlimited company
limited
company
company
unlimited company with members
with limited liability
with limited liability
company limited by
shares
shares
the Ministry of Economic Affairs
limited liability
partnership
Publisher
臺北市：國立臺灣大學法律學系暨研究所
Type
report
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