商業團體法

The purpose of commercial groups is to promote trades both home and abroad, accelerate economic development, harmonize relationship of the same trade, and advance mutual benefits.

Commercial groups are judicial persons.

1The classification of commercial groups is as follows:

2Ⅰ Commercial trade association:

31. County or city commercial trade association.

42. Commercial trade association of municipality directly under central government.

53. National commercial trade association.

6Ⅱ League of commercial trade association:

71. Provincial league of commercial trade association.

82. National league of commercial trade association.

9Ⅲ Trade association and league of export trade:

101. Trade association of export trade in special zone.

The criteria of classification of commercial groups of different trades are decided and adjusted by The Ministry of Economic Affairs together with the Ministry of the Interior.

1The tasks of commercial group are as follows:

21. The investigation, statistics, research and promotion of development of commerce both home and abroad.

32. Contact, introduction and enhancement of international trade.

43. Help to carry out and research the economic policies and commercial decrees of government and give suggestions.

54. Mediation of commercial conflicts between business partners.

65. Training of professional skill and knowledge of staff of the same trade.

76. Advertising, exhibition and certification of commodities of its members.

87. Setting up, dynamic investigation, registration of basic data on its members and member representatives.

98. Application and change of license as entrusted by its members and other service item.

1The competent authorities of county (city) commercial associations and commercial trade associations are the county (city) government; the competent authorities of commercial associations and commercial trade associations of municipalities directly under the central government are the municipality governments; The Ministry of the Interior is the competent authorities of provincial commercial associations and leagues of commercial trade associations, general chamber of commerce of R.O.C., national commercial trade associations, national league of commercial trade associations, commercial trade associations of export trades in special zones, national league of commercial trade associations of export trades.

2The target business of the above-mentioned commercial groups are subject to the guidance and supervision of the relevant target business competent authorities.

The locale of commercial group should be in the locale of the competent authorities, exceptions approved by the competent authorities are allowed; commercial group should establish offices upon the resolutions of general members’ meeting.

In a county, city, municipality, nationwide or in a municipality directly under central government with more than five licensed trade associations or firms of the same trade established in accordance with Company Act or Business Registration Act, a commercial trade associations should be organized.

A district can have only one commercial trade association of the same trade. Exception is given to those that have been established before the adjustment of administrative districts.

The establishment and organization of commercial trade association should be reported to competent authorities for approval. To call a preparatory and the inaugural meetings, a notice may be given to the competent authority, and the competent authority may send personnel to attend the meetings as non-voting delegates. A commercial trade association should submit the articles of association, scroll of its members and resumes of working staff to the competent authorities for future reference. The competent authorities shall inform the target business competent authority.

1The articles of commercial trade council should clearly state the follow items:

21. Name.

32. Purpose.

43. District.

54. Address.

65. Duties.

76. Organization.

87. Qualification for members and procedures of enrollment, and withdrawing from the association.

98. Rights and obligations of members.

109. The number and criteria of selection of member representatives.

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1All licensed publicly owned or nongovernmental corporations or firms established in accordance with the Company Act or Business Registration Act should join the local commercial trade association and become member within one month following the establishment; multi-occupation corporations or firms should join at least one of the commercial trade association and become member unless otherwise stipulated by law.

2The above-mentioned members should send member representatives to attend the meetings of commercial trade association.

Factories with retail department are also considered commercial corporation or firm.

Corporation or firms should withdraw from commercial trade association when they stopped business, move out of the ruling area of the commercial trade association, or subject to the penalty of permanent suspension.

Each corporation or firm send one to seven member representatives to commercial trade association in proportion to the level of its membership dues which is stipulated in the articles of the commercial trade association.

1Member representatives shall be principals, managers or staff of the corporations or firms who currently hold the posts, and they must be adult.

2Corporations and firms may reappoint their member representatives at any time according to their needs, however the formerly appointed member representatives lose the representative qualification once new representatives are appointed.

1People who have any of the following situations cannot become member representatives:

21. Those in the execution of verdict after committing crimes.

32. Those who have been deprived of public rights and not yet restored related rights.

43. Those who have been placed under custodianship and such custodianship has not yet been withdrawn.

54. Those who are charged with bankruptcy and not yet restored related rights.

6Appointed member representatives who have any of the above-mentioned situations lose their representative qualification automatically and the vacancies are to be filled by newly appointed member representatives.

Member representatives have voting rights, rights to vote, rights to be elected, and right of recall, one vote for each member representative.

When member representatives cannot attend the general meeting in person, they should entrust other member representatives in written form to deputize their votes. Each member representative can only deputize one member representative, and the number of member representatives who deputize other member representatives should not exceed half of the number of attending member representatives.

1Commercial trade association should have directors and supervisors who are to be elected in general meetings from among member representatives and a board of directors and a board of supervisors are to be established; the number of directors and supervisors are subject to the following rules:

21. The directors of a county or city commercial trade association should not exceed twenty-one persons.

32. The directors of a commercial trade association in a municipality directly under the central government should not exceed thirty-three persons.

43. The directors of a national commercial trade association should not exceed thirty-nine persons.

54. The number of directors should not exceed half of the number of member representatives.

65. The number of supervisors should not exceed one third of the number of directors.

76. The number of alternate directors and supervisors should exceed one third of the number of the directors and supervisors respectively.

8If the number of directors or supervisors of each commercial trade association is more than three, standing directors and standing supervisors are to be elected from them, but the number should not exceed one third of the number of directors and supervisors respectively, a chairperson of directors is to be elected from the standing directors; when there is no standing director, the chairperson of directors is to be elected from the directors; when standing supervisors exceed three persons, a convener of the board of supervisors is to be elected from the standing supervisors.

The board of directors and the board of supervisors carry out their duties according to the resolutions adopted in general meeting and articles of association.

1The chairperson of directors should be of R.O.C nationality and has residence in R.O.C.

2At lease two thirds of the directors, supervisors, standing directors and standing supervisors are of R.O.C. nationality and have residences in R.O.C. respectively.

The office term of directors and supervisors is three years, those who hold office consecutively should not exceed half of the directors and supervisors that currently hold posts; the reappointment of the chairperson of directors should not exceed two consecutive office term.

Directors and supervisors are unpaid positions.

1Directors and supervisors who have any of the following situations are to be relieved immediately and the vacancies are to be filled by alternate directors and supervisors.

21. Lose the qualification of member representative.

32. Resignation adopted by the board of directors and the board of supervisors.

43. Dismissal, recalling in accordance with the act.

54. The corporations or firms they represent withdraw from commercial trade association in accordance with the Act or are in punishment of membership suspension or log-out their membership.

Commercial trade association should employ and dismiss its working staff in accordance with its articles of association and carry out the affairs of commercial trade association under the order of the chairperson of directors.

1General meetings are decided by the board of directors and convened by the chairperson of directors, they include the follows:

21. Regular meetings convened at least once a year.

32. Extraordinary meetings convened when the board of directors consider them necessary or convened when one fifth of the member representatives demand or convened when demanded by the board of supervisors.

4When the above-mentioned meetings cannot be convened according to the act, the competent authorities should appoint a director to convene these meetings.

1General meeting should be announced fifteen days before the date of meetings except for urgent issues, extraordinary meetings are not subject to this limit when they can be conveyed punctually.

2The competent authorities should send personnel to attend the aforementioned meetings as non-voting delegates.

1The resolutions made in general meetings will take effect when more than half of the member representatives attend the meetings and half of the attending member representatives agree to them. But, about the following items, the resolutions will take effect only when more than two thirds of the member representatives attending the meetings and more than two thirds of the attending member representatives agree to the decisions.

21. The modification of the articles of association.

32. Punishment of members and/or member representatives.

43. Dismissal of directors and/or supervisors.

54. Dispose of properties.

65. Resolutions about liquidation and the appointment of personnel in in charge of liquidation.

When the member representatives of commercial trade association exceed three hundred persons, preparatory meetings are to be hold according to the division of districts before general meeting; group member representatives are to be elected in proportion to the number of member representatives of each district and then the group member representatives attend the general meeting to make decisions and exert duties of commercial trade association.

The board of directors and the board of supervisors should hold meetings respectively at least once three months, the alternate directors and supervisors should also attend the meetings.

The resolutions made in the meetings of board of directors and board of supervisors are to take effect when more than half of the directors and supervisors attend the meetings respectively; the resignation of directors and supervisors should be adopted and take effect only when more than half of the directors and supervisors attend the meetings respectively and more than two thirds of the attending directors and supervisors respectively agree to the resignation.

1The income of fund of commercial trade association includes the following:

21. Admission fee paid by members when joining the commercial trade association, which is stipulated in the articles of association.

32. Annual fee in proportion to the members’ level of principal amount with reference to their turnover; the criteria of levels and membership dues are stipulated in the articles of commercial trade association. When members purchase chambers, acquire equipment or hold exhibitions, they should accordingly pay extra membership dues upon the resolutions of the general members’ meeting.

43. Operating fee raised in accordance with the resolutions made in general meeting.

54. Entrusted income.

65. Funds and its interests.

Multi-occupation corporations or firms that join more than two commercial trade associations should pay their membership dues to each commercial trade association according to the turnover of each trade in accordance with the articles of relevant commercial trade association.

The total operating cost, the amount of each share, and the number of shares to be borne by each member shall be determined in accordance with the resolutions made in the general meeting; the same applies in the event of adjustments to these amounts.

The above-mentioned operating fee is not refundable when members withdraw from commercial trade association.

The budget, financial statement of commercial trade association should be compiled into a report book and sent to board of supervisor for check, then adopted in general meetings and reported to competent authorities and target business competent authorities respectively for future reference.

Enterprises run by commercial trade association should have separate accounts and the financial reports should be sent to the board of supervisors for check yearly, then adopted in general meeting and finally reported to competent authorities and target business competent authorities respectively for future reference.

1When being dissolved, commercial trade association should carry out liquidation work and the personnel in charge of the liquidation are to be appointed in general meeting; when no personnel can be appointed, the commercial trade association or the stakeholders or the competent authorities should request the local court to appoint the personnel in charge of the liquidation work.

2The residual property of commercial trade association after liquidation belong to the newly organized commercial trade association, when no enough members are available to form a new commercial trade association, the residual property goes to the commercial trade association of upper level.

The halt of enterprises run by commercial trade association should be adopted in general meeting, after the halt of the enterprises, the rights and obligations are to be borne by the commercial trade association.

1If half of the counties in a province have established county commercial trade associations, a provincial commercial trade association is to be organized with approval from The Ministry of the Interior.

2If less than half of counties in a province have established county commercial trade associations, a league of commercial trade association should be organized with approval from the Ministry of the Interior.

1A national commercial trade association shall be established with approval from central competent authorities when there are more than three provincial commercial trade associations and commercial trade associations of municipality directly under central government.

2A national league of the commercial trade associations should be established with approval from central competent authorities altogether with central target business competent authorities when there are only less than seven provincial commercial trade associations and commercial trade associations of municipality directly under central government.

3County (city) commercial trade associations whose provincial league of commercial trade associations has dissolved or who do not belong to a provincial league of commercial trade associations may join the national commercial trade association and become a member.

The fund of commercial trade associations of all level are borne by their group members in proportion to their perennial membership dues, ranging from five to twenty percent, which is to be stipulated in the articles of relevant commercial trade associations.

The attending representatives of commercial trade associations of all levels are to be elected from among the member representatives of their affiliated group members; the number of representatives is in proportion to the expenses borne by each group member, which is to be stipulated in the relevant articles of association.

1The directors and supervisors of commercial trade associations of all levels are to be elected from the attending representatives in general meeting; a board of directors and a board of supervisors are to be established, the regulations of number of directors and supervisors are as follows:

21. A provincial league of commercial trade associations should have no more than thirty-three directors.

32. A national league of commercial trade associations should have no more than thirty-nine directors.

43. The number of directors should not exceed half of the number of the whole member representatives.

54. The number of supervisors should not exceed one third that of the directors.

65. The number of alternate directors and alternate supervisors should not exceed one third of that of the directors and supervisors respectively.

7When there are more than three directors and supervisors respectively, standing directors and standing supervisors should be elected from among them; the number of standing directors and supervisors should not exceed one third of the number of the directors and supervisors respectively; the chairperson of director is to be elected from among the standing directors, the chairperson of directors is to be elected from among directors if no standing directors are available, a standing supervisor is to be elected the convener of the board of supervisors when there are more than three standing supervisors.

For regulating affiliated members’ target business, the league of commercial trade associations of all levels may adopt a necessary and consistent action, sent the resolutions of member representatives’ meeting to target business competent authorities for check and approval.

In addition to the prescriptions in this chapter, the relevant prescriptions of chapter 2 also apply to all leagues of commercial trade associations.

The Ministry of the Interior decides and adjusts the division of organizational area of trade associations of export trades in special zones.

1A trade association should be established with approval from the competent authorities when in a special zone, there are more than five licensed corporations and firms of export trades established in accordance with Company Act or Business Registration Act.

2A national league of trade associations of export trades is to be established with approval from central competent authorities when there are more than three trade associations in a special zone.

Corporations and firms of export trades that are not located in special zones are allowed to join in the relevant trade associations of export trades in an adjoining special zone.

1The trade association of export trade in special zone may handle the following businesses:

21. Assist its members to register, sell, keep, choose, pack and transport the exporting commodities and manage other common operational facilities.

32. Assist its members to develop international markets and collect international market information.

43. Help its members to establish export organizations in home or establish combined agencies abroad.

54. Provide services of commodity quality research and experiment to its members.

65. Carry out the inspection work as entrusted by qualify inspection authorities.

7When handing the operations mentioned in subparagraph 4 and subparagraph 5, the trade association in special zone should organize teams of research, experiment and inspection.

In special zone without trade association of export trade, the industrial boards of trade should handle the operations mentioned in article 51 with approval from central competent authorities and central target business competent authorities. When a trade association of export trade is established in this special zone, it will take over the operations mentioned in article 51.

1The directors and supervisors of trade associations of export trade in special zones and national leagues of trade associations of export trade are elected from among the member representatives in general meetings; board of directors and board of supervisors are to be established, the number of directors and supervisors is as follows:

21. A trade association of export trade in a special zone should have no more than thirty-three directors.

32. A national league of trade associations of export trade should have no more than thirty-nine directors.

43. The number of directors should not exceed half of the number of the member representatives.

54. The number of supervisors should not exceed one third of the number of directors.

65. Alternate directors and supervisors should not exceed one third of the number of directors and supervisors respectively.

7Standing directors and supervisors are to be elected when there are more than three directors or supervisors respectively in commercial group, the number of standing directors or standing supervisors should not exceed one third of the number of directors or supervisors respectively; a chairperson of directors is to be elected from among the standing directors, the chairperson of directors is to be elected from among the directors if no standing directors are available, a convener of the board of supervisors is to be elected from the standing supervisors when standing supervisors exceed three persons.

In addition to prescriptions of this chapter, the relevant prescriptions of chapter 2 and chapter 3 also apply to trade association of export trade and league of trade associations of export trade.

1County (city) commercial associations are organized by the following members:

21. County (city) commercial trade associations.

32. Licensed corporations and firms in the county (city) that have no county (city) commercial trade associations available to join in.

1Provincial Commercial associations are organized by the following members:

21. County (city) commercial associations.

32. Provincial leagues of all commercial trade associations.

1Commercial associations of municipality directly under central government are organized by the following members:

21. Commercial trade associations of municipality directly under central government.

32. Licensed corporations and firms in municipality directly under central government that have no commercial trade associations to join in.

1General Chamber of Commerce of R.O.C. are organized by the following members:

21. Provincial (municipal) commercial associations.

32. National commercial trade associations.

43. National leagues of commercial trade associations.

54. National leagues of trade associations of export trade.

65. Trade associations of export trade in municipality directly under central government without national leagues.

1The funds of commercial associations of all levels are as follows:

21. Membership dues paid by group members in proportion to their income of annual fee, ranging from one tenth to two tenths, which is to be stipulated in the relevant articles of association.

32. Annual fee paid by member corporations and firms no more than the minimum annual fee of group members is allowed, which is to be stipulated in the relevant articles of association.

1The number of attending representatives of commercial associations of all levels are stipulated as follows:

21. Group members send representatives to attend the meetings of commercial associations in proportion to expenses they bear, the specific criteria are to be stipulated in the relevant articles of association.

32. Member corporations and firms each send one representative who is the principal or manager of the corporation or firm, the number of directors or supervisors held by representatives of member corporation and firms should not exceed one third of the number of the directors and supervisors of the commercial association respectively.

1The directors and supervisors of commercial associations of all levels are to be elected from among the attending representatives in general meetings, boards of directors and boards of supervisors are to be organized, the number of directors and supervisors is stipulated as follows:

21. A county (city) commercial association should have no more than twenty-seven directors.

32. A provincial (municipal) commercial association should have no more than thirty-three directors.

43. The General Chamber of Commerce of the R.O.C. should have no more than fifty-one directors.

54. The number of directors should not exceed half of the number of the whole representatives.

65. The number of supervisors should not exceed one third of the number of the directors.

76. Alternate directors and supervisors should not exceed one third of the number of directors and supervisors respectively.

8Standing directors and supervisors are to be elected when there are more than three directors or supervisors respectively in commercial group, the number of standing directors or standing supervisors should not exceed one third of the number of directors or supervisors respectively; a chairman of directors is to be elected from among the standing directors, the chairman of directors is to be elected from among the directors if no standing directors are available, a convener of the board of supervisors is to be elected from the standing supervisors when standing supervisors exceed three persons.

In addition to prescriptions of this chapter, the relevant prescriptions in Chapter 2 also apply to commercial associations of all levels.

1Commercial groups should inform the corporations and firms in a written format that don’t join in the groups in accordance with the act and demand them to join in the relevant commercial groups within a time limit; they report those that still don’t join in the relevant commercial groups within the time limit to competent authorities and request them to join in the relevant groups within three months, those that still don’t join in the relevant commercial groups within the three months are to be fined NT$1,500 to NT$10,000.

2Commercial groups report to competent authorities that groups that don’t join in the relevant commercial groups and the competent authorities inform the groups to join in the relevant commercial groups within a time limit, those that still don’t join in the relevant groups three months after the time limit are to be punished according to prescriptions of Article 67.

1Commercial groups punish their members that don’t pay annual fee in accordance with the articles as per the following procedures:

21. Persuasion for those that default to pay annual fee for three months and pay no response after persuasion.

32. Warning for those that default to pay annual fee for six months and pay no response after persuasion.

43. Membership suspension for those that default to pay annual fee for nine months and pay no response after persuasion and warning; these members cannot attend all meetings of commercial group and cannot enjoy all rights of members of commercial groups, the member representatives of these members who have be elected directors or supervisors are to be dismissed immediately.

Corporations and firms that still don’t resume business after one year of business halt are to be deprived of their membership with adoption of boards of directors and the decisions are to be reported to competent authorities and business license issuing authorities for future reference.

If directors and supervisors of commercial groups break the act or commit jobbery when executing their duty, and one tenth of the member representatives put forward the phenomena, and the phenomena of breaking the rules or committing jobbery are testified by two thirds of the representatives present in general meetings where two thirds of the member representatives are in attendance, the rule-breaking and/or jobbery-committing directors and/or supervisors are to be recalled by competent authorities as per relevant acts.

1If commercial groups break the act, violate their authorities scope, hamper commonweal affairs or meeting affairs, the competent authorities are to punish them as per the following procedures:

21. Warning.

32. Canceling their decisions.

43. Canceling all or partial of their operations.

54. Dismiss their directors and supervisors.

65. Restructure the commercial groups.

76. Dissolve the commercial groups.

8Commercial groups are to be reorganized right after being dissolved.

9The competent authorities of lower level should report the punishments of subparagraph 3, subparagraph 4, subparagraph 5, subparagraph 6 of Paragraph 1 to competent authorities of upper level for approval.

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Commercial groups should not run lucrative business.

Commercial groups should not persuade their affiliated members to donate money without adoption in general meeting and approval from competent authorities.

Those that don’t pay fine in accordance with the act are to be transferred to court for compulsory execution.

(Deleted)

The regulations on the administration of working staff and the treatment of financial affairs of commercial groups shall be prescribed by the central competent authority.

The relevant prescriptions of Chapter 5 apply to commercial groups of R.O.C.（Taiwan） nationals residing overseas.

Commercial groups established before the implementation of the act are needed to revise their organizational structure in accordance with the act.

The enforcement rules of implementation of the act are decided by the Ministry of the Interior and Ministry of Economic Affairs.

1The act takes effect as of the date of promulgation.

2The articles of this law amended on 12th May of 2009 of the Republic of China take effect on 23rd November of 2009.