Newsletter
COMPANY REGISTRATION AP-PLICATIONS MUST STATE MODE OF RESOLUTION
On 20 November 2001 the Ministry of Economic Affairs (MOEA) issued an announcement further explaining two previous announcements: that of 14 March 2001, which stated that when a com-pany limited by shares applies to change its company registration details, the minutes of shareholders' meetings or board meetings sub-mitted in support of the application must state how the relevant resolutions were passed; and that of 24 May 2001, which gave further details on how such resolutions should be recorded in the minutes.
The new announcement states that the forms of words for recording the mode of resolutions, as detailed in the previous announcements, are merely examples, for guidance only. If the mode of resolution as recorded in the minutes of a shareholders' meeting contravenes the law or the company's articles of incorporation, shareholders may apply with the court to have the resolution annulled, in accordance with Article 189 of the Company Law. However, if the mode of reso-lution as recorded in the minutes of a board meeting contravenes the law or the company's articles, this is not covered by Article 189. Therefore when the company registration au-thorities process an application to change regis-tration details, they must check, for items re-quiring a board resolution and the submission of board meeting minutes, whether such minutes state the mode of resolution, as required by law. If the details are not in order, under Article 388 of the Company Law, the authorities must in-struct the company to correct them, and no reg-istration may be granted until such corrections have been made.