| Legislative： |
1.Promulgated on May 2, 2001
2.Amended on May 2, 2006
3.Amended on November 8, 2018 |
| Content： |
Article 1
These regulations are enacted pursuant to Paragraph 3, Article 162
of the Company Act.
Article 2
The attestation of share certificates issued by companies limited
by shares shall be made by banks (hereinafter referred to as
attestation bank) competent to serve as attesters for the issuance
of share certificates under the laws.
Article 3
The attestation of share certificates shall be performed as follows:
1.The period for an attestation bank to perform an attestation
of new issuance of share certificates shall not exceed five business days starting
from the date on which the attestation bank is engaged.
In addition, prior to performing the attestation, detail examination and records
shall be made of the company registration/ change registration form and
particulars in the share certificate, specimen of company seal, paper quality,
serial number, par value, volume and total issuance amount of
the share certificates in question.
2.Until the company issuing the share certificates has completed liquidation,
the attestation bank shall exercise the custodial duty of a good administrator
in safekeeping sample of the seal with attestation of the share certificates
to be made and specimen of the attested share certificates.
3.The amount of share certificates to be attested shall be limited to the actual
issuance amount within the total issuance amount approved by the competent
authority and to the amount of share certificates for which payment has already
been paid up.
4.In regard to application made to reissue bearer share certificates because of
loss of the original, the company shall change the bearer share certificates to
registered ones and have such attested by the attestation bank after the applicant
obtains a judgment of abridgment of rights declaring the original share certificates
void. In regard to applications for reissuance of registered share certificates
because of loss of the original, the company shall have the reissued ones attested
after the applicant has reported loss of share certificates to the underwriting
company following applicable rules set by that company and been approved for reissuance.
5.Share certificates to be issued at the same time of issuance shall be attested by
the same attestation bank.
6.In regard to issuance of share certificates of a close company, restrictions to be
imposed on transfer of shares shall be clearly indicated on the share certificates.
In the event of replacement of old share certificates by new ones as a result
of capital increase, capital reduction, merger, demerger, conversion of all the
issued par value shares into no par value shares, or other reason, the attestation
bank shall verify that old share certificates have been nullified by corner-clipping
before performing attestation of the new ones. However, in regard to
circumstances set forth in Paragraph 3, Article 33 of Business Mergers
and Acquisition Act, since the original share certificates have
become null and void because of failure to be filed with the company,
attestation of new share certificates can be performed directly.
If a company redeems or buys back any of its outstanding shares and
retires them, certificates of such share shall be nullified by corner-clipping
after completion of change registration application, and a report shall also be filed
with the original attestation bank.
Article 4
When making registration of shares in scripless form with a centralized
securities depository enterprise because of change of printed share certificates
to scripless issuance, the company shall redeem the old printed certificates
and nullify them by corner-clipping.
In the event of printing share certificates by the company because of
change of scripless certificates to scrip issuance, the attestation bank
shall perform attestation with documents issued by the centralized securities
depository enterprise evidencing termination of scripless form registration.
Article 5
The attestation bank and personnel thereof engaged in attestation of
share certificates shall be held civilly and criminally liable in the event
of commission of any offences.
Article 6
These regulations shall be enforced starting November 1, 2018.1 |