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Shareholders’ Meeting, violation of confidentiality, Lending houses to friends for free


The Supervisor May Convene the Shareholders’ Meeting Even There Is No Condition That the BOD Does Not or Is Unable to Convene the Meeting

According to article 220 of the Company Act, “In addition to the condition that the board of directors does not or is unable to convene a meeting of shareholders, the supervisors may, for the benefit of the company, call a meeting of shareholders when it is deemed necessary.” The Taiwan High Court Taichung Branch made a civil judgment on September 21st, 2022, ruling that except the condition that the board of directors does not or is unable to convene a meeting of shareholders, the supervisor may convene the shareholders meeting for the benefit of the company when it is necessary. In addition, according to the court, “when it is necessary” means the conditions that the company shall held a shareholders’ meeting to do some decisions for the benefit of the company. For example, when the supervisor finds that the company suffers serious damages, or when the supervisor finds serious problem while auditing, the supervisor shall have the right to call the shareholders’ meeting. Source : Lawbank Website


 



The penalty for the violation of confidentiality preservation order will be increased


Taiwan Executive Yuan has passed the revision draft of “Intellectual Property Case Adjudication Act” and “Intellectual Property and Commercial Court Organization Act” on September 29th, 2022 to increase the penalty for the violation of confidentiality preservation order for the purpose of enhancing the protection of Intellectual Property rights and international competition of industries. According to article 11 of Intellectual Property Case Adjudication Act, “Where any one of the following situations occurs with respect to trade secrets held by a party or a third party, the court may, upon motion along with preliminary proof by such party or third party, issue a confidentiality preservation order upon the other party, agent, assistant ad litem, or other related party to the action: (1) Contents of a party's pleadings disclose its own trade secrets or those of a third party, or evidence-taking that has been or is to be made involves trade secrets of a party or a third party. (2) Limitation on discovery or use is required so as to prevent the discovery or use of the trade secrets in the preceding paragraph being intended for purposes other than those related to the case, and there are concerns of obstruction to the party's or the third party's business operation as a result of the disclosure of the trade secrets.” According to Taiwan Executive Yuan, the party who violates the confidentiality preservation order disclose the trade secrets of the other party to a third party, which may cause serious damage of the other party. Therefore, the article 76 of the revision draft of Intellectual Property Case Adjudication Act regulates that the person who violates the confidentiality preservation order shall be subject to a sentence of imprisonment not more than three years, detention, or in lieu thereof or in addition thereto, a fine of not more than NT$1,000,000. In addition, the law shall be applied even the violation of confidentiality preservation order is occurred in abroad. Source : Lawbank Website



 



Lending houses to friends for free: a lending agreement should be signed, witnessed and notarized, otherwise a rental income will be assumed and taxed


Taiwan National Taxation Bureau clarifies that you might be taxed for rental income even if you lend your houses to friends for free. Income Tax Act provides that income tax will apply to revenue from lease to others for use, calculated in accordance with the local prevailing rental standard, unless it can be verified that no rental payment is made and the properties involved are not being used for business or for carrying out professional services. Enforcement Rules of the Income Tax Act further specifies that a taxpayer that lends his/ her property to others without any consideration shall enter into a lending agreement, specifying no consideration is made, and such agreement should be attested by two witnesses and notarized pursuant to relevant articles of the Act on Authentication. If you do not want to pay income tax for lending houses to others for free, remember to enter into a lending contract, specifying no rental payment is made for the lending. You also need 2 persons (other than the parties to the contract) to attest that such lending is for free, and have the contract notarized.

Source : Lawbank Website