Chapter 2
Issuance of Securities
 
Division 1
Approval for the Offering of Newly Issued Securities
 
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Section 32.
 
 
No promoter of a public limited company shall offer newly issued shares for sale to the public or other persons unless having obltained and approval from the Office and having complied with Section 65.

The application for approval under the first paragraph shall be made when such promoter has registered the memorandum of association in accordance with the law relating to public limited companies.
 
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Section 33.
 
 
No public limited company shall offer for sale newly issued securities in the category of shares, debentures, bills certificates representing the rights to purchase shares, certificates representing the rights to purchase debentures, and other securities as specified by the SEC, unless having obtained and approval from the Office and complied with Section 65 or unless such offerings are made entirely to its shareholders in consideration of full payment for value offered.
 
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Section 34.
 
 
No limited company shall offer for sale newly issued securities in the category of debentures, bills, certificates representing the rights to purchase debentures, and other securities as specified by the SEC unless:
(1) having qualifications as specified in the notification of the SEC;
(2) the securities so offered are not convertible into equity;
(3) having obtained an approval from the Office; and
(4) having complied with Section 65.
 
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Section 35.
 
 

The application for the offering of newly issued securities and its approval under Section 32, Section 33 and Section 34 shall be in accordance with the rules, conditions and procedures as specified in the notification of the SEC . In such event, the SEC may specify the details of the following matters:
(1) debt to equity ratio;
(2) period for the offering for sale of securities;
(3) subcription, underwriting and distribution of securities;
(4) acceptance of payment and delivery of securities;
(5) custody and arrangement concerning the payment for the subscription of securities;
(6) any other conditions necessary to protect the public interest.
 
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Section 36.
 
 
In considering the application for approval, the Office shall notify the applicant of the result within forty-five days from the date of receipt of the application together with the correct and complete documents in accordance with Section 35.
 
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Section 37.
 
 
The provisions of the Civil and Commercial Code prohibiting the issuance of debentures by a limited company shall not apply to a limited company which has been granted an approval to issue debentures in accordance with Section 34.
 
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Section 38.
 
 
Section 654 of the Civil and Commercial Code shall not apply to securities in the category of debentures and bills which may be offered for sale in accordance with Section 33 and Section 34.