幾個法條英文版

Civil Code


Section 10 - Mandate

Article 535
The mandatory who deals with the affair commissioned, shall be in accordance with the instructions of the principal and with the same care as he would deal with his own affairs. If he has received the remuneration, he shall do so with the care of a good administrator.

(obeying the constitution and other lawful decision)

Article 537
The mandatory shall deal personally with the affairs commissioned. However, if the principal has consented, or customs, or unavoidable circumstances, he may commission a third party instead to deal with the said affairs.
(delegation and independence of judgement...duty of care duty to act bona fide duty to act for a proper purpose & duty not to fetter discretion)

Article 540
The mandatory shall inform the principal of the progress of the affairs commissioned. He shall give a definite report of his account at the end of the mandate.
(duty to disclose??)

Article 541
The mandatory shall deliver to the principal the moneys, things and profits which he received or collected in consequence of the dealing of the affairs commissioned.
The mandatory shall transfer to the principal the rights which he acquires in his own name but on behalf of the principal.
(trustee duty of loyalty )


Article 542
If the mandatory has used for his own interests money which he shall have delivered to his principal or to have used in the interests of the principal, he shall pay interest thereon from the date when he used it for his own interests. He shall also compensate for the injury, if any.
(personal use of company's property but exclude the corporate opportunity corporate information )

Article 35
When a juridical person is in a state of insolvent, the director shall immediately apply to the court for the declaration of bankruptcy.
If the director fails to make the preceding application, so that the creditors of the juridical person incur the injury, he who is negligent shall be liable for the injury. If more than one director is negligent, they shall be liable for the injury jointly.
(creditor interest duty to act bona fide)

Company Act ( 2006.02.03 Amended )
Article 23
The responsible person of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from.
If the responsible person of a company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, he/she shall be liable, jointly and severally, for the damage to such other person.