CHAPTER 12
Amalgamation of Companies

Section 146. Two on more companies or a company and a private company may be amalgamated into one company by the meeting of shareholders of each of the companies to be amalgamated passing a resolution therefore with votes not less than three-fourths of the total number of votes of the shareholder present and qualified to vote and, in the case of emulations with private company, there must be a special resolution as provided in the Civil and Commercial Code.

In the case where there is a resolution to amalgamate companies under paragraph one is passed but some shareholders objects to the amalgamation, the company shall arange for the shares of said shareholders at the latest purchasing-selling price in the securities exchange prior to the date of amalgamation and, in the case of no purchasing-selling price in the securities exchange, the price used shall be that fixed by the independent assessors appointed by both parties. If such shareholders refuse to sell the shares within fourteen days from the date of receipt of the proposal to buy, the company shall proceed with the amalgamation and said shareholders shall be deemed shareholders of the amalgamated company.

Section 147. The company shall notify the creditors of the company in writing of the resolution to amalgamate with other company and Section 141 shall apply mutatis mutandis.

Section 148. Having complied with Section 147, the chairman of board of directors of the companies to be amalgamated shall convene a joint meeting of shareholders of such companies to consider matters as follows:
(1) the allotment of shares of the amalgamated company to its shareholders;
(2) the name of the amalgamated company, which may be a new name or the name of any of the companies to be amalgamated;
(3) the objective of the amalgamated company;
(4) the capital of the amalgamated company, which shall not be less than the sum of the paid-up capital of the companies to be amalgamated and, if the companies to be amalgamated have already sold all their respective registered shares, and increase in at capital may be made the same time;
(5) the memorandum of association of the amalgamated company;
(6) the articles of association of the amalgamated company;
(7) the election of the directors of the amalgamated company;
(8) the election of the auditor of the amalgamated company;
(9) other matters necessary for the amalgamation (if any).

However, such meeting shall be concluded within six months from the date of resolution in favor of the amalgamation of any of the companies, which was the latest, unless the meeting under this Section resolved to extend the period, but the total period shall not be more than one year.

Section 149. At the meeting held for metal consideration of the matters under Section 148, provisions governing such respective matters shall apply mutatis mutandis, except the following provisions:
(1) The place to be used for the meeting shall be in the locality in which the head office of any of the companies to be amalgamated is situated or in a neighboring province;
(2) There shall be shareholders holding shares amounting to not less than one half of the total number of shares sold of the companies to be amalgamated attending the meeting to constitute a quorum;
(3) The shareholders attending the meeting shall elect one shareholder to be the chairman of the meeting;
(4) A decision of the meeting shall be made by a majority of vote of the shareholders attending the meeting under (2).

Section 150. The board of directors of the former companies shall deliver the business, property, accounts, documents, and evidence of the companies to the board of directors of the amalgamated company within seven days from the date of conclusion of the meeting under Section 148.

Section 151. The board of directors of the amalgamated company shall apply for registration of the amalgamation of companies and at the same time submit the memorandum of association and articles of association under Section 148 already approved to the Registrar within fourteen days from the date of conclusion of the meeting under Section 148, and Section 39 shall apply mutatis mutandis.

Section 152. Upon registration of the amalgamated company by the Registrar, the former companies shall cease to have the status of a juristic person and the Registrar shall note in the register accordingly.

Section 153. The amalgamated company duly registered shall be entitled to all assets, liabilities, rights, duties, and responsibilities of the former companies.

CHAPTER 13
Dissolution

Section 154. The company shall be dissolved in any of cases as follows:
(1) when the meeting of shareholders resolved to dissolve the company with votes not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote;
(2) when the company becomes bankrupt;
(3) when the court orders dissolution of the company under Section 155 and the order is final.

Section 155. Shareholders who hold shares amounting to not less than one-tenth of the total number of sold shares may request the court to order dissolution of the company upon the occurrence of any the following causes:
(1) The promoters have violated or failed to comply with provisions governing statutory meeting or preparation of reports on company establishment, or the board of directors violated or failed to comply with provisions governing payment to shares, transfer of rights to property or execution of documents on the exercise of rights to the company as payment for shares, preparation of list of shareholders, or registration of the company.
(2) The number of shareholders is reduced to less than fifteen.
(3) If the business of the company can only be carried on at a loss and there is no prospect to revive.

Being requested to issue an order under (1) or (2), the court may order the company to make corrections or conduct operations to be in conformity with law within a given period but not exceeding six months instead of order dissolution of the company.

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