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 there for, and attached thereto minutes of the general meeting of members together with plans for the payment or discharge debts, 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 which 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 reorganization into a commercial bank limited with shares by a resolution of at least two-thirds of the members or the membership representatives present at a meeting having a quorum of at least three-fourths of the members or the membership 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 membership representatives, the credit cooperative shall give a notice in writing to all members 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 submitting 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 reorganized into a commercial bank shall be prescribed by the Central Competent Authority.
Where a credit cooperative has been approved for reorganization 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 a prescribed standards, sub-paragraph 1 (10) 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 reorganized into a commercial bank according to the preceding Article.
The prescribed standards referred to in paragraph 1 shall be prescribed by the Central Competent Authority and shall be submitted to the Legislative Yuan for approval and record. |
| Article 32 |
（Membership shares converted into corporate shares）Where a credit cooperative has been reorganized into a commercial bank according to the preceding Article, every member is entitled to have the membership shares converted into corporate shares, according to a specified rate of conversion.
Every member who objects to the reorganization may, within 20 days of the adoption of the resolution to reorganize, request in writing redemption of the membership shares held by the member. The calculation of the share capital shall be governed by Paragraph 3 and 4 of Article 12-1, which concerns the request for redemption of membership shares in case of withdrawal from membership.
In the conversion of membership shares referred to in paragraph 1, the credit cooperative 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 together with the rules of conversion procedures, to the reorganization plans. |
| Article 33 |
（Public notice, cancellation and incorporation registration after reorganization"）Where a credit cooperative has been approved for reorganization 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 shall, 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 business license referred to in the preceding paragraph shall take effect on the date of the replacement of business license.
For the cancellation of registration referred to in paragraph 1, the application shall be attached thereto 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 for 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 Law. 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 reorganized into a commercial bank, its rights and obligations shall be assumed by the commercial bank created after the reorganization. |
| Article 35 |
（Liquidation ）A credit cooperative that has been dissolved shall be subject to the liquidation proceedings, except in the case of amalgamation or bankruptcy. |