Chapter II Formation, Amendment, Suspension And Dissolution Of Banks |
| Article 52 |
（Organization of banks）A bank is a juridical person. Unless otherwise provided by law or with special approval obtained prior to the enforcement of the amendment to this Act, a bank’s organization shall only be in the form of a company limited by shares.
A bank’s shares shall be publicly issued unless otherwise approved by the competent authority.
The incorporation standards for banks or other financial institutions incorporated in accordance with this Act or other laws shall be prescribed by the competent authority. |
| Article 53 |
（Establishment permit items）The incorporators of a bank shall state the following items and submit them to the central competent authority for approval:
1.Type of bank, name and type of company organization;
2.Total capital;
3.Business plan;
4.Locations of the head office and branch offices; and
5.Names, native places, home addresses, resume of each promoter and the amount of shares subscribed by each promoter. |
| Article 54 |
（Application for a Business License）A bank which has been approved to be incorporated shall incorporate a company in accordance with the Company Act; after its capital has been fully paid and its company registration has been completed, it shall submit the following documents to apply for a business license from the competent authority:
1.Certificate of company registration;
2.Statement for verification of capital;
3.Articles of incorporation of the bank;
4.Shareholders' roster and minutes of shareholders' meeting;
5.Directors' roster and minutes of the board of directors' meeting;
6.Managing directors' roster and minutes of the managing director's meeting; and
7.Supervisors' roster and minutes of the supervisors' meeting.
A bank which is not organized as a company may directly apply for a business license in accordance with the preceding paragraph after it is approved to be incorporated. |
| Article 55 |
（Items to be announced for commencement of business operations）When commencing business operations, a bank shall, at its head office and branch offices, publicly announce the particulars stated in its business license issued by the central competent authority. |
| Article 56 |
（Revocation of permit）After issuing a business license to a bank, the central competent authority may revoke the approval if the particulars in the original application are found to be false in a material manner. |
| Article 57 |
（Branch offices, Non-Business Operation Offices and Automated Service Facilities ）When a bank establishes a branch office, it shall prepare the business plan and location of such branch office and apply to the central competent authority for approval and obtain a business license. When a bank relocates or closes a branch office, it shall apply to the central competent authority for approval.
When a bank establishes, relocates, or closes a non-business operation office or an automated service facility outside its business place, it shall file an application in advance. It may establish, relocate or close them if the central competent authority does not expressly reject such application within a specified period of time from the date of application, provided that the bank shall not engage in any actions applied for during the wait period after the application.
Administration rules governing the preceding two paragraphs shall be prescribed by the central competent authority. |
| Article 58 |
（Permission and registration of mergers or changes）Bank mergers or any proposed amendments to the particulars filed for in accordance with Article 53, paragraphs 1, 2 or 4 shall obtain the approval of the central competent authority and conduct the amendment to the company registration and apply for the issuance of a new business license.
Public announcement of the mergers and amendments in the preceding paragraph shall be made at the bank's head office and branch offices within fifteen (15) days after the issuance of the new business license. |
| Article 59 |
（Order for business suspension）If a bank violates Paragraph 1 of the preceding article, the competent authority shall order the bank to take corrective measures within a prescribed period of time. If such bank fails to take corrective measures in a serious manner, the competent authority may suspend its operations. |
| Article 60 |
(deleted) |
| Article 61 |
（Resolution for dissolution）A bank whose shareholders’ meeting resolves to dissolve shall proceed to liquidation after it states the reasons for dissolution, attaches the minutes of shareholders' meeting and the debt repayment plan, and applies for the competent authority’s approval.
The competent authority shall revoke the bank’s approval when approving the dissolution in accordance with the preceding paragraph. |
| Article 61- 1 |
（Actions for Violations of Laws and Regulations or Sound Operations）Where a bank violates laws or regulations or its articles of incorporation or is likely to have unsound operations, the competent authority may, depending on the situation, take any of the following actions in addition to ordering correction or improvement by the bank within a prescribed period of time:
1.Revoke resolutions of statutory meetings;
2.Suspend part of the bank's business;
3. Restrict investments;
4.Order or prohibit the bank from disposing of or transferring specific assets;
5.Order the bank to close a branch or department within a prescribed period.
6.Order the bank to discharge managers or staff or suspend them from performing their duties for a prescribed period of time;
7.Discharge directors or supervisors or suspend them from performing their duties for a prescribed period of time;
8.Order the bank to set aside a certain monetary amount of reserve;
9.Other necessary measures.
Where a bank's directors or supervisors are discharged in accordance with Subparagraph 7 of the preceding paragraph, the competent authority shall notify the competent authority of company registration to cancel or terminate the registration of such directors or supervisors.
Where business assistance is necessary for improving a bank's operational defects, the competent authority may designate institutions to conduct it. |
| Article 62 |
（Reasons for order for business suspension）When there is a likelihood that a bank is unable to repay its debts or causes detriments to depositors' interests due to obvious deterioration in its business or financial conditions, the competent authority shall assign officials to take conservatorship over the bank, order the bank to suspend businesses and receive it or take other necessary measures. If deemed necessary, the competent authority may notify relevant authorities or institutions to prohibit the bank's responsible persons from transferring, delivering or creating other rights in their properties, and request the immigration authorities to prohibit them from departing the country.
Where a bank's capital is graded as seriously inadequate, the competent authority shall assign officials to take conservatorship over the bank within ninety (90) days from the date the bank is enlisted. Notwithstanding the foregoing, for banks ordered by the competent authority to complete capital restructuring or merger within a prescribed period but failing to complete it accordingly, the competent authority shall assign officials to take conservatorship over the bank within ninety (90) days from the next day following the expiration of the prescribed period.
The regulations governing the procedure for conservatorship in the preceding two paragraphs, the duties and powers of the conservator, assumption of related expenses and other matters to be complied with shall be prescribed by the competent authority.
For a bank ordered to suspend business under Paragraph 1, its receiving procedure shall be deemed as liquidation under the Company Act.
A court that receives a bank's petition for bankruptcy shall promptly forward a copy of the petition to the competent authority and consult the specific opinions of the competent authority on whether to declare bankruptcy. |
| Article 62- 1 |
（Security of banks）Where a bank is placed under conservatorship or is ordered to suspend and receive its businesses, the duties and powers of the bank's shareholders' meeting, board of directors, directors, supervisors or audit committee are ipso facto suspended. The competent authority may notify relevant authorities or institutions to prohibit the transfer, delivery or creation of rights in the properties owned by the bank, its responsible persons or staff who are suspected of violating laws and may request the immigration authorities to prohibit them from departing the country. |
| Article 62- 2 |
（Procedures for Receivership）Where the competent authority assigns officials to take conservatorship over a bank, the bank's operation and management and disposal of the bank's properties shall be exercised by the conservator.
The conservator in the preceding paragraph has the authority to represent the bank under conservatorship in litigation and non-litigation matters and may designate a natural person to perform duties on its behalf. A conservator is not subject to Article 17 of the Administrative Execution Act in the performance of duties.
When the conservatorship order is serviced to the bank, its responsible persons and staff shall deliver all books, documents, seals and properties together with an inventory thereof to the conservator and shall inform all necessary affairs relating to the claim and debts to the conservator and take other necessary actions to cooperate with the conservatorship per the conservator's request; the bank's responsible persons or staff shall not refuse to answer relevant inquiries or make false representations.
A bank is not subject to Article 35 of the Civil Code, Articles 208-1, 211, 245, and 282 to 314 of the Company Act or the Bankruptcy Act during the duration of conservatorship.
The duration of conservatorship over a bank shall last two hundred and seventy (270) days from the date the competent authority assigns officials to take conservatorship. If deemed necessary and with the approval of the competent authority, the duration may be extended once for a period of no longer than one hundred and eighty (180) days.
A conservator is not required to furnish security when petitioning the court for provisional attachment or provisional disposition in the performance of its duties. |
| Article 62- 3 |
（Measures that may be taken by the receiver）When taking the following actions toward a bank under conservatorship, the conservator shall prepare a specific action plan and submit it for the competent authority’s approval:
1. Mandating other banks, financial institutions or Central Deposit Insurance Corporation to operate all or part of the businesses.
2. Increasing capital, reducing capital or increasing capital after reducing capital.
3. Sale of all or part of the businesses, assets or liabilities.
4. Merger with another bank or financial institution.
5. Other material actions as designated by the competent authority.
All necessary expenses and debts incurred by the conservator for maintaining the operations and performing the duties shall be borne by the bank under conservatorship and repaid by the properties of the bank under conservatorship at any time; the types of necessary expenses and debts shall be prescribed by the competent authority.
Where the expenses and debts in the preceding paragraph are not repaid, they shall have priorities over other conservatorship claims when the bank under conservatorship is ordered by the competent authority to suspend and receive its businesses and may be repaid by the properties of the received bank at any time. |
| Article 62- 4 |
（Application of receivership or consolidation）Where a bank or financial institution is transferred businesses, assets and liabilities pursuant to Subparagraph 3, Paragraph 1 of the preceding article, the following provisions shall apply:
1. For a company limited by shares, the consent shall be adopted by at least a majority of the votes of shareholders present at a shareholders' meeting attended by shareholders representing a majority of the outstanding shares of the company; dissenting shareholders may not request the appraisal of their shares, and Articles 185 to 188 of the Company Act do not apply.
2. Notifications of the transfer of claims may be done by a public announcement, and Article 297 of the Civil Code does not apply.
3. The assumption of obligations does not require the acknowledgment of creditors as provided in Article 301 of the Civil Code.
4. If the competent authority deems it necessary to take emergent measures, which will not have materially adverse effect on the financial market competition, reporting to Fair Trade Commission under Paragraph 1, Article 11 of the Fair Trade Act is not required.
Where a bank transfers its businesses, assets and liabilities pursuant to Subparagraph 3, Paragraph 1 of the preceding article, Paragraph 2, Article 5 of the Act for Worker Protection of Mass Redundancy does not apply.
In addition to Subparagraph 4 of Paragraph 1 hereof, the following provisions shall apply when a bank or another financial institution is merged with a bank under conservatorship in accordance with Subparagraph 4 of Paragraph 1 of the preceding article:
1. For a company limited by shares, the consent shall be adopted by at least a majority of the votes of shareholders present at a shareholders' meeting attended by shareholders representing a majority of outstanding shares of the company; dissenting shareholders may not request the appraisal of their shares. For a credit cooperative, the consent shall be adopted by at least a majority of members (representatives) present in a members (representatives) meeting attended by at least a majority of all members (representatives); dissenting members may not request the refund of their shares, and Paragraphs 1 to 3 of Article 316 and Article 317 of the Company Act and Paragraph 1 of Article 29 of the Credit Cooperatives Act of the Republic of China shall not apply.
2. Notifications of dissolution or merger may be done by a public announcement, and Paragraph 4, Article 316 of the Company Act does not apply.
Subparagraph 4 of Paragraph 1 hereof shall apply where another bank, financial institution or Central Deposit Insurance Corporation is mandated to operate businesses pursuant to Subparagraph 1 of Paragraph 1 of the preceding article. |
| Article 62- 5 |
（Winding-Up of a Bank）The competent authority shall designate a receiver to handle the receivership of a bank and may designate officials to supervise the receiving process; Paragraphs 1 to 3 and 6 of Article 62-2 herein shall apply to the receiver’s performance of duties.
The duties of a receiver is as follows:
1. To wind up pending businesses.
2. To collect outstanding claims and repay all obligations .
When a receiver, in performing the duties in the preceding paragraph, transfers the businesses, assets and liabilities of the received bank to another bank or financial institution, or facilitates the merger of the bank with another bank or financial institution, the receiver shall obtain the prior approval from the competent authority.
Paragraphs 1 and 3 of the preceding article shall apply where a received bank transfers its businesses, assets, or liabilities to or merges with another bank or financial institution. |
| Article 62- 6 |
（Winding-Up of a Bank）After the receiver takes office, it shall immediately make a public announcement in the daily newspapers where the bank's head office is located requesting creditors to report their claims within thirty (30) days and stating that claims which are not declared within such specified period of time shall be excluded from the receivership, provided that claims known to the receiver do not apply.
The receiver shall investigate the bank's financial conditions and prepare a balance sheet and property inventories within three (3) months after the report period expires, prepare and report the receivership plan to the competent authority for records and publish the bank's balance sheet in daily newspapers where the bank's head office is located.
During the period prescribed in the first paragraph, the receiver shall not repay any creditors, except for the release of trust asset or assets held in custody and the repayment of accrued staff salaries and repayments made in accordance with the Deposit Insurance Act. |
| Article 62- 7 |
（Winding-Up of a Bank）Where the competent authority orders a bank to suspend its businesses and receives it, any third party shall not exercise their creditors' rights against the bank other than through the receiving proceedings prescribed in Paragraph 1 of the preceding article, except for rights that have been ascertained through litigation procedures.
Where the distribution of creditors' rights in the preceding paragraph is likely to be delayed due to litigation, the receiver may lodge an amount based on the receiving distribution ratio and distribute the residual properties for other creditors’ rights.
The proceedings of corporate reorganization, bankruptcy, settlement, and compulsory enforcement shall automatically stay during a bank's receiving period.
The receiver may terminate or rescind the contract already concluded by the received bank but not yet being performed or fully performed. The counterparties to such contract may exercise their rights for their damages based on the receiving creditors’ rights.
The following creditors' rights shall be excluded from the receiving creditors’ rights:
1. Interest accrued after the bank's suspension of business.
2. Expenses incurred by creditors for personal benefit in participating in the receiving proceeding.
3. Damages and penalties owed by the bank due to the non-performance of obligations after the bank's suspension of business.
4. Criminal fines, administrative fines and arrears fees.
Those who hold pledges, mortgages or liens on the bank's properties prior to the date of the bank’s suspension of business shall have the right of exclusion against the properties; creditors with the right of exclusion may exercise their rights independently of the receiving proceeding; provided that unpaid creditors’ rights after the exercise of the right of exclusion may be filed as receiving creditors’ rights in accordance with the receiving proceeding.
Expenses and debts incurred from the performance of receiving duties by the receiver shall have priority over receiving claims and may be repaid at any time by the properties of the received bank.
The statute of limitations of claims filed in accordance with Paragraph 1 of the preceding article or known to the receiver and included as receiving creditors’ rights shall be interrupted and shall be reinstated from the date of the conclusion of the receiving proceedings.
Where the creditors have been repaid in accordance with the receiving proceeding, the claims of the unpaid parts of their rights shall be deemed extinguished. After the completion of the receiving proceeding, if the distributable property is re-discovered, the distribution shall be supplemented. Where there is any residual property after the creditors listed in the receiving proceeding are repaid, the creditors in Paragraph 5 may request to be repaid.
Where there is any residual property after the debts are repaid in accordance with the preceding paragraph, it shall be distributed among the bank's shareholders pursuant to the Company Act. |
| Article 62- 8 |
（Procedures after Completion of Winding- Up）The receiver shall prepare a revenue and expense statement, income statement and other statements for the receiving period within fifteen (15) days after the completion of the receiving proceeding and shall publish the revenue and expense statement and the income statement in the daily newspapers where the bank's head office is located and file for the competent authority’s revocation of the bank's permit. |
| Article 62- 9 |
（Assumption of Expenses for Guidance and Conservatorship）The expenses and debt incurred by an institution designated by the competent authority or its dispatched officials to provide assistance or carry out the task of supervision shall be borne by the assisted or supervised bank. |
| Article 63 |
(Deleted) |
| Article 63- 1 |
（Applicability of financial institutions established in accordance with other laws）Article 61-1 and Articles 62-1 through 62-9 shall apply to banks or a financial institutions incorporated under other laws. |
| Article 64 |
（Order for business suspension）If the losses of a bank exceed one third (1/3) of its capital, the bank's directors or supervisors shall immediately report such information to the central competent authority.
The central competent authority shall, within three (3) months, require the bank with circumstances prescribed in the preceding paragraph to replenish its capital within the prescribed period. If the bank fails to replenish its capital within the prescribed period, the central competent authority shall dispatch officials to take conservatorship over the bank or order the bank to suspend its businesses. |
| Article 64- 1 |
（Sequence of Priorities for the Repayment of Debts for a Bank or Financial Institution to Cease Operation and Winding up ）Where the operation of a bank or a financial organization is unsound and there is a need to suspend its businesses and receive it to repay its debts, deposit debts shall have priority over non-deposit debts.
The deposit debts referred to in the preceding paragraph shall refer to deposits prescribed in Article 12 of the Deposit Insurance Act. The non-deposit debts shall refer to liabilities other than the deposit debts of the insured institution. |
| Article 65 |
（Corrective Measures and Revocation of Permit）Where a bank is ordered to suspend its businesses and take corrective measures for relevant matters within a prescribed period but fails to correct the matters within the prescribed period, its permit shall be revoked by the central competent authority. |
| Article 66 |
（Validity of revocation of permit）Where a bank's permit is revoked by the central competent authority, it shall be immediately dissolved and proceed to liquidation proceedings. |
| Article 67 |
（Revocation and cancellation of license）Where a bank is approved for dissolution or has its permit revoked, it shall surrender and cancel its business license within a prescribed period. Where it fails to surrender and cancel it within the prescribed period, the central competent authority shall cancel it by public announcement. |
| Article 68 |
（Supervision of Special Liquidation ）In supervising the special liquidation of a bank, the court shall consult with the competent authority for advice and, when necessary, request the competent authority to recommend a liquidator or dispatch officials to assist the liquidator in performing the duties. |
| Article 69 |
（Restrictions on capital refund or dividend distribution）After a bank proceeds into liquidation, it shall not return capital or distribute dividends under any pretense unless it has repaid all its debts. In the course of a bank’s liquidation, the bank's trust funds and trust properties shall be dealt with in accordance with the terms of the relevant trust agreements. |