Newsletter
FORMALITY REVIEW FOR COM-PANY REGISTRATION AMEND-MENTS
In an interpretation dated 11 October 2005, cit-ing a 2003 judgment of the Supreme Court, the Ministry of Economic Affairs (MOEA) stated that when a company submits amendments to its registration under the Company Act, the regis-tration authority need only conduct formality review of the supporting documents provided by the company. If these are in compliance with the provisions of the Company Act, the authority should approve the registration application.
In a previous interpretation dated 3 May 2001, the MOEA stated that if a company’s original seal is in the unauthorized possession of a person who refuses to return it, so that the company is unable to use it, a responsible officer of the company may apply to the registration authority to change the company seal; provided, that the identity of the company’s old and new chair-persons is undisputed, and the new chairperson was appointed by lawful procedure. The com-pany should also initiate legal proceedings for the return of the seal, and documents evidencing the litigation must be submitted in support of the application to change the company seal.
However, there have been frequent disputes over how it can be determined that the identity of a company chairperson is undisputed, and that the chairperson was lawfully elected. In an inter-pretation dated 11 October 2005, the MOEA stated that if according to the minutes of the board meeting at which the new chairperson was elected, as submitted by the company, the num-ber of directors attending and the number voting on the relevant resolution were in compliance with the provisions of the Company Act, then the registration should be granted, and the registra-tion authority is not required to make substantive review.