Article Content
Chapter Eight -- Dissolution, Amalgamation, Reorganization, and Liquidation
| Article 28 |
（Approval of dissolution）
Where a resolution to dissolve a credit cooperative has been adopted, an application setting forth the reasons therefor, and attached thereto minutes of the general meeting of members together with the debt payoff plan, shall be submitted to the Central Competent Authority for approval. |
| Article 29 |
（Amalgamation of credit cooperatives ）
Where the amalgamation of a credit cooperative is proposed by a resolution or where it is ordered by the Central Competent Authority, the regulations governing the procedures and measures for such amalgamation shall be made by the Central Competent Authority.
Where a credit cooperative ceases to exist after an amalgamation, its rights and obligations shall be assumed by the cooperative that continues to exist or the cooperative which is created after the amalgamation. |
| Article 30 |
（Approval for reorganization ）
Where a credit cooperative has met the prescribed requirements and has been approved for reincorporated into a commercial bank organized as a company limited with shares by a resolution of at least two-thirds of the members or the member representatives present at a meeting having a quorum of at least three-fourths of the members or the member representatives, it shall apply to the Central Competent Authority for approval.
Where the resolution referred to in the preceding paragraph was adopted at a general meeting of the member representatives, the credit cooperative shall give notice in writing to all members of the contents of the resolution and specify therein a period of more than 20 days during which an objection to the resolution may be raised. Any member who objects to the resolution shall submit the objection in writing during such period. Where the number of objecting members exceeds one-third of the total membership, the original resolution shall become null and void. All members who did not submit an objection during the specified period shall be deemed to have consented to the resolution.
The terms and conditions and the procedures under which a credit cooperative may be reincorporated into a commercial bank shall be prescribed by the Central Competent Authority.
Where a credit cooperative has been approved for reincorporation into a commercial bank, the procedures for the adoption of the articles of cooperative shall follow mutatis mutandis the same rules as those for the adoption of a resolution under Paragraph 1. |
| Article 31 |
（Standards prescribed and submitted for approval）
Where the size of a credit cooperative has reached prescribed standards, Subparagraph 10 of Paragraph 1 of Article 8 of the Business Tax Act exempting the payment of business tax shall become inapplicable.
Where a credit cooperative has reached the prescribed standards referred to in the preceding paragraph, it may be reincorporated into a commercial bank according to the preceding Article.
The standards referred to in paragraph 1 shall be prescribed by the Central Competent Authority and submitted to the Legislative Yuan for approval and record. |
| Article 32 |
（Membership shares converted into corporate shares）
Where a credit cooperative has been reincorporated into a commercial bank according to the preceding Article, every member is entitled to have the membership shares converted into corporate shares with a specified conversion rate.
Every member who objects to the reincorporation may, within 20 days of the adoption of the resolution to reincorporate, request the redemption of the membership shares held by the member in writing. The calculation of the share capital shall be governed by Paragraphs 3 and 4 of Article 12-1, which concerns the request to redeem membership shares in case of withdrawal from membership.
In the conversion of membership shares referred to in paragraph 1, the credit coopera-tive shall construct the rate of conversion, which shall be calculated on weighted variables of the years of membership, amount of share capital, and the accumulated volume of transactions. All this shall be attached with the rules of conversion procedures for the reincorporation plans. |
| Article 33 |
（Public notice, cancellation and incorporation registration after reorganization"）
Where a credit cooperative has been approved for reincorporation into a commercial bank, it shall place a public notice to that effect, cancel the registration with the registration authorities for credit cooperatives, file an incorporation registration with the Ministry of Economic Affairs, and, in addition, submit the relevant documents to the Central Competent Authority to apply for a replacement of the business license.
The cancellation registration, incorporation registration, and the replacement of the business license referred to in the preceding paragraph shall take effect on the date of the replacement of the business license.
For the cancellation of registration referred to in paragraph 1, the application shall be attached the minutes of the meeting and the documents of approval by the Central Competent Authority referred to in paragraph 1 of Article 30. The application for incorporation registration and the issuance of a bank license shall not be governed by paragraph 1 of Article 419 and paragraph 1 of Article 420 of the Company Act nor Article 54 of the Banking Act. The documents and other relevant items required for the incorporation registration shall be prescribed by the Central Competent Authority in conjunction with the Ministry of Economic Affairs. |
| Article 34 |
（Rights and obligations after reorganization）
Where a credit cooperative has been reincorporated into a commercial bank, its rights and obligations shall be assumed by the commercial bank created after the reincorporation. |
| Article 35 |
（Liquidation ）
A credit cooperative that has been dissolved shall be subject to liquidation proceedings, except in the case of amalgamation or bankruptcy. |