| Article 7 | The short-term bills clearing and depository organization shall be a company limited by shares and its shareholders must be financial institutions or the government. |
| Article 8 | The minimum paid-in capital for the establishment of a short-term bills clearing and depository organization shall be NT$2 billion. No single shareholder shall hold more than 5% of the paid-in capital. However, this restriction does not apply to thosethat have received authorization from the competent authority. |
| Article 9 | For the establishment of a short-term bills clearing and depository organization, the promotersshall collect the sum of all subscription of issued shares in one payment based on the paid-in capital for the founding and complete the payment of at least 20% of the subscription based on the subscription ratio.
Where a promoterhas subscribed but has not paid for the subscription, it shall be paid jointly by other promoters; the sameshall apply if an existing subscription is withdrawn. |
| Article 10 | For the establishment of a short-term bills clearing and depository organization, the promotershall submit three copies of the following documents and apply for permission from the competent authority:
1. Establishment application for the short-term bills clearing and depository organization;
2. Business plan: Specify the scope of business operations, principles of business operations, and specific methods for execution (including the site and equipment for the custody of short-term bills, notifications for the custody, issuance and registration, settlement, delivery, and maturity of short-term bills, redemption operations and the book-entry transferand computer programming thereof, entry and exit control and inventory management of short-term bills, system equipment overview, network structure, expected fee standards, division of labor of internal organizations, manpower allocation, personnel recruitment and training, business development plan, and financial forecasts and system backup plans for the next three years);
3. List of promoters and certification documents;
4. Meeting minutes of the promoters' meeting;
5. The promoters' statements in written format of the absence of conditions specified in Article 42, Paragraph 1;
6. The promoters' certification of the opening of a dedicated account for the deposit of subscription payments in accordance with Article 11;
7. Certification documents for the qualifications of the President and Vice Presidents to be appointed;
8. Articles of Incorporation including the duties of the board of directors and the division of duties of the management departments;
9. Review opinions ofthecertified public accountant (CPA)and lawyer;
10. Other documents as may be required by the competent authority. |
| Article 11 | Promoters that apply for the establishment of a short-term bills clearing and depository organization shall commissiona bank to collect the subscription payment and open a dedicated account for the deposit of the funds in the name of the preparatoryoffice.
The subscription payments deposited in the dedicated account in the preceding paragraph may not be used before the start of business operations. However, such restrictions shall not apply under any of the following conditions after the establishment permit is obtained:
1. Where all directors and supervisors elected by the promoters agree to purchase necessary assets necessary for business operations and pay registration fees within the scope of the subscription payment paid by the promoters.
2. Where a security deposit is paid or where government bonds and financial bonds are purchased in accordance with Article 38 after the company registration certification documents are obtained. |
| Article 12 | For the establishment of a short-term bills clearing and depository organization, the competent authority may revoke the permit if apromoteris changed before the establishment and registration of the company. However, this restriction shall not apply where a promoteris found to have conditions specified in Article 42, Paragraph 1 after it files an establishment application and has filed an application to the competent authority for approval of the change within 14 days after the occurrence.
Where matters other than the promoters are changed, a legitimate reason shall be specified and reported to the competent authority for approval in advance. However, where conditions do not permit advanced applications for approval, a report must be filed to the competent authority for approval within 14 days after the occurrence. Where an application is not authorized, the competent authority may revoke the permit. |
| Article 13 | Promoters of a short-term bills clearing and depository organization shall apply for the registration of the establishment ofthe company with the Ministry of Economic Affairs within six monthsaftereceiving the approval from the competent authority.
They shall also submit three copies of the following documents and apply for the permit licensefrom the competent authority:
1. Permit licenseapplication form;
2. Certification documents of company registration;
3. Capital verification document;
4. Certification of security deposit paid in accordance with Article 38;
5. Articles of Incorporation;
6. Meeting minutes of the promoters' meeting;
7. A list of shareholders and meeting minutes of the shareholders' meeting;
8. A list of directors and meeting minutes of the board of directors; where executive directors are appointed, the list of executive directors and meeting minutes of the executive directors;
9. List of supervisors;
10. The directors, supervisors, and managers' statements in written format of the absence of conditions specified in Article 42 and Article 47;
11. Certification documents for the qualifications of directors and supervisors that meet requirements in Article 46;
12. List of managers and certification documents of their qualifications;
13. Corporate bylaws: The bylaws shall include the organization structure, duties of the department, personnel allocation, management and training, internal control system (including business management and the accounting system), internal audit system, operation manual (including regulations and rules for processing the notifications of custody, issuance and registration, settlement, delivery, and maturity of short-term bills, redemption operations, and the book-entry transferfor participation, operation manuals of participant units, and overview design and specifications);
14. List of participants;
15. Simulated custody, settlement, delivery, maturity notifications, redemption, and records account book transfer operations for at least 14 days;
16. Other documents as may be required by thecompetent authority.
Where there is a legitimate reason, the promoters may apply for an extension before the expiry of the company application and registration deadline or application for the issuance of permits; the extension may not exceed threemonths and only one extension may be granted. Where an extension is not authorized, the competent authority may revoke the permit. |
| Article 14 | Where a short-term bills clearing and depository organization is merged with another institution and the other institution is the surviving institution (hereinafter referred to as the "surviving institution"), the surviving institution shall set up a department for processing short-term bills clearing and depository and allocate at least NT$500 million in operating funds.
Regulations inthe latter half ofArticle7 and Article 8 shall not apply to the surviving institution. |
| Article 15 | The surviving institution shall submit the following documents before the merger and apply to the competent authority for permission to serve as a short-term bills clearing and depository organization; account settlement businesses with large fund transfers shall require the approval of the Central Bank.
1. Application form for serving as a short-term bills clearing and depository organization;
2. Explanation of differences in business operations: Specify the differences in the scope of business operations, principles of business operations, and specific methods for execution (including the site and equipment for the custody of short-term bills, notifications for the custody, issuance and registration, settlement, delivery, and maturity of short-term bills, redemption and the book-entry transferthereof, entry and exit control and inventory management of short-term bills, system equipment overview, network structure, fee standards, division of labor of internal organizations, manpower allocation, and system backup measures) of the surviving institution's operations as a short-term bills clearing and depository organization compared after the merger;
3. Impact on the rights and obligations of participants and methods for addressing suchimpact;
4. Other documents as may be required by the competent authority. |
| Article 16 | Where any of the following conditions applies to an application for the establishment of or service as a short-term bills clearing and depository organization, the competent authority may refuse to grant approval:
1. Where application documents contain falsehoods;
2. Where corrections required by the competent authority within a specific period were not made;
3. Where the competent authority deems that the organization is incomplete and cannot operate adequately;
4. Other failure to comply with provisions of these Regulations. |
| Article 17 | Where a short-term bills clearing and depository organization is dissolved due to a merger with another institution, it shall return the original permit to the competent authority for cancellation.
After the surviving institution is approved by the competent authority to serve as a short-term bills clearing and depository organization, it shall submit the following documents and apply for permission from the competent authority within the period specified by the competent authority:
1. Permit licenseapplication form;
2. Certification documents of company registration;
3. Certification of operating funds allocated in accordance with Article 14;
4. Certification of security deposit paid in accordance with Article 38;
5. Articles of Incorporation;
6. Site of operations of the business department of the short-term bills clearing and depository organization;
7. List of directors, supervisors, presidents, vice presidents, and managers of business departments that operate the short-term bills clearing and depository organization;
8. The statements of the managers of business departments of the short-term bills clearing and depository organization inwritten format of the absence of conditions specified in Article 42 and Article 47;
9. Certification documents of the managers of business departments of the short-term bills clearing and depository organization;
10. List of participants;
11. Other documents as may be required by the competent authority.
Where the surviving institution fails to apply for the issuance of the permit licensewithin the period specified by the competent authority, the competent authority shall revoke the approval for the merger and the surviving institution's qualifications as a short-term bills clearing and depository organization. Where there is a legitimate reason, the surviving institution may apply for an extension before the expiry of the period; the extension may not exceed six months and only one extension may be granted. |
| Article 18 | Where the promoters file an application for the establishment of or service as a short-term bills clearing and depository organization but fail to commence operations within the period specified by the competent authority after the permit licenseis issued, the competent authority shall revoke the license. Where there is a legitimate reason, an extension may be granted with the authorization of the competent authority; the extension may not exceed six months and only one extensionmaybe granted. |
| Article 19 | The competent authority may, at any time, assign personnel or designate suitable institutions to assign personnel to conduct audits or perform system tests andverification on related matters in the application for the establishment or service of a short-term bills clearing and depository organization. It may also order those who apply for the establishment or service of a short-term bills clearing and depository organization to submit the necessary documents, information, or explanation of designated personnel within a specified period. |
| Article 20 | Where falsehoods found by the competent authorityin the original application planafter granting the approval for the establishment or service of a short-term bills clearing and depository organization, it may revoke its approval. |
| Article 21 | A short-term bills clearing and depository organization shall pay the license fee when applying for the issuance of thepermit license. Where it is established, the fee shall be calculated as one four thousandth of the paid-in capital; where the surviving institution applies to serve this role, it shall be calculated as one four thousandth of the allocated operating funds. |
| Article 22 | Changes regarding matters registered on the permit licenseof a short-term bills clearing and depository organization shall require theapprovalofthe competent authority.
Where the change in the preceding paragraph is authorizedby the competent authority, the short-term bills clearing and depository organization shall submit related documents to the competent authority toapply for the renewal of the permit license. |
| Article 23 | A short-term bills clearing and depository organization shall pay a license fee of NT$3,000 to apply for therenewal or reissuanceof a permit license. However, where the application for renewal is filed due to a change in its address as a result of an adjustment of the administrative district or a change of the address plaque, the license fee shall be waived.
Where a short-term bills clearing and depository organization applies for the renewal of the permit licensedue to an increase in paid-in capital or allocated operating funds, the license fee shall be calculated as one four thousandth of the paid-in capital. |