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  • Interpretation
  • No.303
  • Date
  • 1992/08/14
  • Issue
    • Is the requirement of filing an application for registration on any change in the particulars, which had been duly registered with the authority, by the responsible corporate officer with the authority within the prescribed period constitutional?
  • Holding
    •        Article 403, Paragraph 1, of the Company Act stipulates that “[i]n case of any change in any of the particulars registered with the authority, every domestic and foreign company shall, within fifteen days after such change, file an application with such authority for registration of such change.” Pursuant to the essence of Paragraph 2 of the abovementioned Article, the responsible corporate person shall apply for said registration of change since such representative of a company, a juristic person, shall act for said registration to ensure the safety of the transactions, which provision does not contradict the Constitution.
  • Reasoning
    •        As an independent entity entitling rights and obligations, in case of any change, for example, in structure, capital, etc., a company shall comply with legal procedures by publishing said change in the gazettes or pamphlets as set forth by the competent authority in order that the public can examine or copy same in files. Article 403, Paragraph 1, of the Company Act provides that “[i]n case of any change in any of the particulars registered with the authority, every domestic and foreign company shall, within fifteen days after such change, file an application with such authority for registration of such change.” Pursuant to the essence of Paragraph 2 of the abovementioned Article and Article 387, said registration of change shall be applied for by the responsible corporate person since said representative of a company, a juristic person, shall conduct such registration to ensure the safety of the transactions, which provision does not contradict the Constitution. It is also noted here that any false entry for any matter of registration by the responsible person of a company is a question concerning whether such responsible corporate person shall be criminally liable in accordance with Article 9, Paragraph 2, of the Company Act.
      
    • *Translated by Professor Spenser Y. Hor.
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