What are the responsibilities of the Fuziren and how many can there be? My understanding is that a Fuziren is like the sole proprietor, if the store goes bust, then she is personally responsible for all debts and liabilities.
In a corporation, the Fuziren is the chairman of the board and CEO. All debts entered into by the corporation become personally liable of the Fuziren/Chair. So if the company goes bankrupt, then the creditors can sue/garnish the Fuziren/Chair. And if the corporation is found guilty of wrong doing, it is the Fuziren/Chair who serves time in prison.
I have been invited to join the Board of Directors of a small company in Taiwan. I am told that not only is the Fuziren/Chair responsible, but every member (the directors) of the board is personally liable, according to Company Law, Article 8, Paragraph (公司法第8條第1), and, according to Article 2 (條第2),the “supervisors who perform their duties” (監察人在執行職務範圍內) are also responsible. This is from boilerplates provided by the Central Taiwan Science Park in Taichung: ctsp.gov.tw/files/7579bf22-f … 02bc1a.doc
Am I reading this correctly? I recognize that Taiwan Corporate Law is not going to be necessarily the same as in North America. But whatever happened to “Limited Liability” or “Société Anonyme”
Note: Apparently, the supervisor mentioned here is not (necessarily) an employee of the company, but shareholder with a monitoring function on the company board
Here is an interesting discussion from the International Financial Law Review entitled, “A legal perspective on corporate governance in Taiwan” (2002) - iflr.com/Article/2027070/A-l … aiwan.html In the section entitled, “Concept of director fiduciary duty is vague”
[quote]A director may be a shareholder or director of the opposing company, or may have other financial or personal interests in the opposing company, but he would not, strictly speaking, be within the scope of regulation if he does not represent the opposing company in dealing with his own company.[/quote]This reminds me of a complaint a friend who used to work at Dan Ryan’s had about the start of Brass Monkey, one of whose founders maintained a stake in Dan Ryan’s, which was obligated to keep him informed of corporate activities and strategy. The article continues to say that “Recent changes to the relevant governance laws, especially the 2001 amendments to the Law, have addressed the deficiencies in the existing governance structure to a certain extent” - so maybe we can assume that this loyalty loop hole has been filled