BUSINESS MERGERS AND ACQUISITIONS ACT｜第 4 條｜商業｜Act｜In Force
第 一 章｜經濟部｜v1.0
Last Amended: 2022-06-15
The terms in this Act are defined as follows:1.Company means a company limited by shares incorporated under the Company Act. 2.Merger and acquisition include merger, consolidation, acquisition, and division of a company. 3.Consolidation and merger refer to an act wherein any and all companies involved pursuant to this Act or any other applicable law are dissolved, and a new company is incorporated (consolidation) to generally assume all rights and obligations of the dissolved companies; or wherein one of the involved companies survives, and the surviving company assumes all the rights and obligations of the dissolved companies (merger), with shares of the surviving or newly incorporated company or any other company, cash or other assets as the consideration. 4.Acquisition means any company acquiring shares, business or assets of another company in exchange for shares, cash or other assets under this Act, the Company Act, the Securities and Exchange Act, The Financial Institutions Merger Act or the Financial Holding Company Act. 5.Share exchange means that a company transfers all its issued shares to another company in exchange for shares, cash or other assets in that company as the consideration for shareholders of the transferring company. 6.Division refers to an act wherein a company transfers all its independently operated business or any part of it under this Act or other applicable law to a surviving or a newly incorporated company as the consideration for that surviving company or newly incorporated company to give shares, cash or other assets to that company or shareholders of that company. 7."Parent and subsidiary company" means－any company, directly or indirectly holding the majority of the total number of the issued voting shares or the total amount of the capital stock of another company, shall be the parent company; the other company with its shares held by the parent company shall be the subsidiary company. 8.Foreign Company means a company, for the purpose of profit－making, organized and incorporated in accordance with the law of a foreign country.