| Summary: | 碩士 === 東吳大學 === 法律學系 === 96 === The corporation itself is a legal vehicle that collects contribution from the shareholders and issues the equivalent stocks of the corporation as consideration. Moreover, by holding the stocks, shareholders are entitled to participate in the distribution of the surplus of earnings during the profitable fiscal year, and be eligible to acquire the allotment of residual property as a result of the liquidation. This research examines the start-up corporation vis-a-vis the legal considerations on legitimate form of contribution of capital from stockholders. Capital itself, particularly in the start-up corporation, can be contributed in either tangible or intangible forms, as corporate equity, which depends on the operational needs of the company, and surely includes the goodwill.
This research tends to establish arguments over scenario when shareholders convey goodwill to the corporation as the consideration to acquire shares of corporation, and the questions then go to whether the intangible asset therefore be simultaneously increased? The doubts are remaining as the legitimacy of capital composition inevitably associates with expertise that is yet to be explored. Should the financial laws adopt expertise from other specialized fields, efficiency could therefore be promoted, operation cost reduced, and the wealth of society be further facilitated.
This research collects and analyzes academic articles from both legal and accounting fields, as well as compares courts’ decisions in practice through method of comparative legal study. It concludes that the recognition of the goodwill as legitimate form of capital reflects a profound meaning. By virtue of article 156 of Taiwan Company Act, the adoption of the goodwill as legitimate form of capital does exist limitation in essence. Legally speaking, goodwill can be perceived as a permissible contribution form of capital, particularly in the merger of corporations, to better promote a best practice for the innovation of financial statements.
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