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> Index
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I. | Introductory provisions | |
| 1.1 | Introductory Provisions | ||
| Article 1-Canons of Corporate Law Article 2-Corporate Law |
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| 1.2 | Concepts | ||
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II. | Corporation | |
| 2.1 | Corporation | ||
| Article xx-Corporation Article xx-Valid Corporate Type Article xx-Invalid Corporate Type |
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| 2.2 | Corporate Identity | ||
| Article xx-Name of Corporation Article xx-Corporate Name Article xx-Corporate Logo Article xx-Corporate Trademark |
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| 2.3 | Corporate Formation | ||
| Article xx-Corporate Formation Article xx-Corporate Registration Article xx-Certificate of Incorporation Article xx-Registered Office Article xx-Registered Agent |
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| 2.4 | Corporate Personality | ||
| Article xx-Corporate Personality Article xx-Order of Succession Article xx-Limits of Corporate Ownership |
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| 2.5 | Corporate Powers | ||
| Article xx-Corporate Powers Article xx-Corporate Real Property Article xx-Corporate Intellectual Property |
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III. | Instruments | |
| 3.1 | Instrument of Incorporation | ||
| Article xx-Instrument of Incorporation Article xx-Mandatory Elements Article xx-Prohibited Elements Article xx-Limited of Powers Article xx-Alteration of Articles Article xx-Enforcement of Articles |
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| 3.2 | Official Register of Corporation | ||
| Article xx-Official Register Article xx-Public Disclosure Article xx-Original Record |
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| 3.2 | Official Seals of Corporation | ||
| Article xx-Official Seals Article xx-Great Seal Article xx-Unique Official Seals Article xx-Electronic Seals Article xx-Legal Effect Article xx-Prohibited Seals Article xx-Prohibited Use of Seals |
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IV. | Members | |
| 4.1 | Members | ||
| Article 96-Members Article 97-Register of Members Article 98-Types of Members Article 99-Overseas Members Article 100-Prohibited Members Article 101-Change of Member Status Article 102-Cessation of Membership Article 103-Records of former Members |
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| 4.2 | Members Rights | ||
| Article 104-Members Rights and Remedies Article 105-Information Rights of Members Article 106-Investigation Rights of Members Article 107-Allocution Rights of Members Article 108-Impeachment Rights of Members Article 109-Abuse by Member of their Rights Article 110-Denial of Members of their Rights |
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V. | Directors | |
| 5.1 | Directors | ||
| Article 124-Directors Article 125-Duties of Director Article 126-Qualifications and Competencies of Directors Article 127-Disqualification from being Director Article 128-Appointment of Directors Article 129-Register of Directors Article 130-Register of Director Interests Article 131-Remuneration of Directors Article 132-Resignation or Retirement of Directors Article 133-Removal of Directors Article 134-Board of Directors Article 135-Secretary Article 136-Chairman of Board of Directors Article 137-Full Disclosure Requirements of Directors Article 138-Director actions requiring Member authorization Article 139-Director Agreements with Corporation Article 140-Director Liabilities |
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VI. | Executives and Staff | |
| 6.1 | Executive Officers | ||
| Article 154-Executive Officer Article 155-Duties of Executive Officer Article 156-Qualifications and Competencies of Executive Article 157-Appointment of Executive Article 158-Remuneration of Executive Article 159-Resignation or Retirement of Executive Article 160-Removal of Executive Article 161-Full Disclosure Requirements of Executive Article 162-Executive actions requiring Director authorization Article 163-Executive Agreements with Corporation Article 164-Executive Liabilities |
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| 6.2 | Staff | ||
| Article 165-Staff Article 166-Staff Job Descriptions Article 167-Staff Skills Development Article 168-Appointment of Staff Article 169-Remuneration of Staff Article 170-Resignation or Retirement of Staff Article 171-Removal of Staff Article 172-Staff actions requiring Executive authorization |
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VII. | Meetings, Elections, Voting and Notice | |
| 7.1 | Meetings and Resolutions | ||
| Article 179-Meetings Article 180-Resolutions Article 181-Agenda of Meetings Article 182-Rules of Conduct of Meetings Article 183-Resolutions at Meetings Article 184-Minutes of Meetings Article 185-Directors Meetings Article 186-Annual General Meeting (AGM) Article 187-Extraordinary Member Meeting (EMM) |
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| 7.2 | Voting and Elections | ||
| Article 188-Elections Article 189-Voting System Article 190-Vacancies of Office Article 191-Candidates Article 192-Election Campaign Material Article 193-Limits to Campaign Spending and Donations Article 194-Records of Voting and Resolutions |
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| 7.3 | Notices | ||
| Article 195-Notices Article 196-Rules of Fair Notice Article 197-Expiry and Deadlines of Notices Article 198-Record in Register of all valid Notices |
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VIII. | Organization | |
| 8.1 | Corporate Records | ||
| Article 199-Corporate Records Article 200-Key Relationship Records Article 201-Transaction Records Article 202-Accounting Records |
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| 8.2 | Strategy and Planning | ||
| Article 203-Strategy and Planning Article 204-Corporate Business Plan Article 205-Corporate Implementation Plan |
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| 8.3 | Mandatory Reporting | ||
| Article 206-Mandatory Reporting Article 207-Summary Financial Accounts Article 208-Report by Directors Article 209-Lodgment of Accounts and Reports Article 210-Revision of defective Accounts and Reports |
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IX. | Capital and Shares | |
| 9.1 | Shares | ||
| Article 211-Shares Article 212-Issue and conversion of shares Article 213-Redemption of redeemable preference shares Article 214-Partly paid shares Article 215-Capitalization of profits Article 216-Dividends Article 217-Share Notice Requirements |
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| 9.2 | Transactions affecting share capital | ||
| Article 218-Transactions affecting share capital Article 219-Share buy-backs Article 220-Other share capital reductions Article 221-Self-acquisition and control of shares Article 222-Finance assistance |
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| 9.3 | Charges affecting share capital | ||
| Article 223-Charges affecting share capital Article 224-Registration of Charges Article 225-Order of Priority |
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| 9.4 | Corporate Bonds | ||
| Article 226-Corporate Bonds Article 227-Requirement for Trust Deed and Trustee Article 228-Duties of Borrower Article 229-Duties of guarantor Article 230-Trustee Article 231-Meetings of Bond Holders |
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| 9.5 | Capital raising | ||
| Article 232-Offers that need disclosure to investors Article 233-Types of disclosure documents Article 234-Disclosure requirements Article 235-Procedure for offering securities Article 236-Lodging reports with Society Article 237-Special provisions about consolidated financial statements |
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X. | Corporate Structure and Status Changes | |
| 10.1 | Changes in Legal Structure | ||
| Article 238-Changes in Legal Structure Article 239-Amendment of Certificate of Incorporation Article 240-Renewal of Certificate of Incorporation |
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| 10.2 | Changes in Capital Stock | ||
| Article 241-Changes in Capital Stock Article 242-Reporting to Members |
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| 10.3 | Changes in Financial Assets | ||
| Article 243-Changes in Financial Assets Article 244-Limited to financing mechanism for Acquisition Article 245-Acquisition of another Company Article 246-Purchase of own Stock Limits Article 247-Compulsory acquisition of securities |
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| 10.4 | Merger and Consolidation | ||
| Article 248-Merger and Consolidation Article 249-Independent Review of Proposed Merger Article 250-Full Director Liability of Merger Recommendation Article 251-Prohibited Merger Conditions |
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| 10.5 | Takeover | ||
| Article 252-Takeover Article 253-Consideration for the offer Article 254-Conditional offers Article 255-Prohibited Takeover Financial Structures Article 256-Takeover Procedure Article 257-Variation of offers Article 258-Independent Review of Proposed Takeovers |
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| 10.6 | Break-up and Demerger | ||
| Article 259-Break-up and Demerger Article 260-Mandatory Limits on Size of Corporations Article 261-Notification of Break-up Article 262-Break-up Procedure |
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XI. | Disputes, Liability, Audits and Indemnity | |
| 11.1 | Limited Indemnity | ||
| Article 263-Limited Indemnity Article 264-Limits of Indemnity for Directors Article 265-Limits of Indemnity for Officers Article 266-Limited Indemnity of Members Article 267-Prohibited use of Derivatives Article 268-Prohibited use of Hedging Transactions |
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| 11.2 | Suits Against Corporation and Officers | ||
| Article 269-Suits Against Corporation and Officers Article 270-Suits against Directors Article 271-Suits against Executive Officers Article 272-Suits against Staff Article 273-Suits against Members |
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| 11.3 | Independent Reports and Ratings | ||
| Article 274-Independent Reports and Ratings Article 275-Non-Payment to External Ratings Entity Article 276-Prohibited Payment to Independent Reporters |
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| 11.4 | Auditors | ||
| Article 277-Auditors Article 278-Registration requirements Article 279-Auditor independence Article 280-Deliberately disqualifying auditor Article 281-Auditor rotation for listed companies Article 282-Appointment, removal and fees of auditors for companies |
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XII. | Dissolution, Winding Up and Insolvency | |
| 12.1 | Mandatory death (winding-up) | ||
| Article 283-Mandatory death (winding-up) Article 284-Death Procedure of corporations Article 285-Prohibition of re-birthing Corporations |
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| 12.2 | External administration | ||
| Article 286-External administration Article 287-Arrangements and Reconstructions Article 288-Receivers and other controllers of property of corporations Article 289-Appointment of Administrator and first meeting of creditors Article 290-Administrator Control and Investigations Article 291-Meeting of creditors decide future of corporation Article 292-Protection of corporate property during administrtation Article 293-Rights of chargee, lienee, pledgee, owner or lessor Article 294-Power and Qualifications of Administrator Article 295-Administrator's liability and indemnity for debts of administration Article 296-Execution and effect of deed of company arrangement |
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| 12.3 | Winding up in involuntary insolvency | ||
| Article 297-Winding up in involuntary insolvency Article 298-When corporation to be wound up in insolvency Article 299-Statutory demand Article 300-Applications to set aside statutory demand Article 301-Application for order to wind up company in insolvency Article 302-Certificate of Death Article 303-Winding up in insolvency by court order Article 304-Court-appointed liquidators |
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| 12.4 | Winding up in voluntary insolvency | ||
| Article 305-Winding up in voluntary insolvency Article 306-Resolution for winding up Article 307-Members' voluntary winding up Article 308-Creditors' voluntary winding up Article 309-Voluntary winding up generally |
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| 12.5 | Recovering property or compensation | ||
| Article 310-Voidable transactions Article 311-Director's duty to prevent insolvent trading Article 312-Director liable to compensate corporation Article 313-Liability of holding company for insolvent trading by subsidiary Article 314-Employees entitlements |
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| 12.6 | De-registration | ||
| Article 315-Deregistration Article 316-Transfer of registration |
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