The value of equity assets, shareholder status and rights, voting rights, director positions, and actual control should be considered separately. Acquiring economic benefits from shares is a different matter from having the right to sign contracts and use accounts on behalf of the company; a spouse or eldest son will not directly inherit the company simply because of their kinship.<\/p>\n\n\n\n
How are shares inherited when a shareholder of a joint-stock company dies?<\/h2>\n\n\n\n
According to Articles 1147 and 1148 of the Civil Code, inheritance begins upon death, and in principle, the heirs assume the rights and obligations of the deceased's property. Article 1151 stipulates that before division, multiple heirs jointly own the entire estate. Shares are not initially divided into individual portions that can be disposed of separately.<\/p>\n\n\n\n
according toArticle 160 of the Company Law<\/a>If shares are jointly owned by several people, it should be presumed that one person exercises shareholder rights. The arrangement for the exercise of rights of the jointly owned shares should still be confirmed separately by the heirs in accordance with Article 1152 of the Civil Code, and it does not equate to electing the company's chairman.<\/p>\n\n\n\n Article 165 of the Company Law<\/a>The validity of share transfer records within the register does not mean that inheritance upon death is effective only after registration. In practice, the company still needs to provide proof of death, household registration and inheritance system, share certificates, and applicable estate tax certificates; if the shares have been divided by agreement, separate division documents should be prepared, and the corresponding share affairs and register procedures should be completed.<\/p>\n\n\n\n A delivery list, proof of receipt, and the company's response should be retained. In cases of disputes regarding the number of shares, heir qualifications, or the validity of the division, the underlying rights must be addressed first, rather than simply requiring the company to change the register to a particular person's name.<\/p>\n\n\n\n Article 111 of the Company Law<\/a>Standardize the restrictions on consent to general capital contribution transfers;Inheritance upon death differs from the sale of shares made during one's lifetime.<\/strong>Ministry of Economic Affairs, July 30, 2012, Letter No. 10102427310 (Economic and Commercial Affairs)<\/a>Distinguishing between inheritance and transfer, the capital contribution of a limited liability company is inherited upon the death of a shareholder, and in principle, the consent of other shareholders is not required.<\/p>\n\n\n\n Succession documents should be examined, and the names of shareholders, their capital contributions, and related registration changes as stated in the articles of association should be handled. The inheritance should not be denied simply because other shareholders are unwilling to sign a consent form. Only if the capital contribution is transferred to another person after inheritance should Article 111 and applicable rules regarding director transfers be examined separately.<\/p>\n\n\n\n If a company refuses to cooperate, first confirm which aspect is in dispute: missing documents, exercise of co-ownership, or ownership of rights. Then proceed with formal notification, registration correction, or appropriate litigation. A unilateral declaration by the heir cannot replace all company procedures.<\/p>\n\n\n\n When the chairman of a joint-stock company dies, the legally convened meeting, necessary by-election of directors, and appointment of a new chairman should be handled in accordance with the existing directors, vacancies, and articles of association. The appointment of general directors and the appointment of the chairman are at different levels; privately held companies, if their articles of association legally stipulate one or two directors, must also be subject to their special organizational rules.<\/p>\n\n\n\n In accordance with Article 108 of the Companies Act, directors of limited liability companies are elected by qualified shareholders through a vote. When there are multiple directors and a chairman, the articles of association and statutory procedures apply. In principle, each shareholder of a limited liability company has one vote under Article 102, but the articles of association may stipulate voting based on capital contribution ratios; the voting method cannot be directly applied to joint-stock companies.<\/p>\n\n\n\n If the sole shareholder and director of a one-person limited company dies, the eldest son or spouse cannot succeed to the position. (According to the Ministry of Economic Affairs)Q&A on the Death of a Shareholder in a Sole Proprietorship<\/a>The relevant inheritance procedures must be completed first, and then the changes to the person in charge and the articles of association must be processed.<\/p>\n\n\n\n If the board of directors fails to act or is unable to exercise its powers, thereby potentially harming the company, it may take legal action.Article 208-1 of the Company Law<\/a>An assessment is needed to apply for a provisional administrator; this applies to limited companies under Section 108. Evidence of operational obstacles and risks must be presented; approval is not guaranteed simply because family members disagree.<\/p>\n\n\n\n This is a hypothetical case, not a case handled by our firm:<\/strong>The father controlled a privately held company, which was to be inherited by his three children upon his death. One of them served as the general manager for a long period. However, the position of general manager did not grant him any shares from the other heirs, nor did it mean that he could exercise all voting rights independently.<\/p>\n\n\n\n Since the shares have not yet been divided, Article 160 regarding the co-ownership of shares should be addressed first; if it is not a case of three people each holding one-third of their father's shares, they should vote independently. This applies to general joint-stock companies.Article 198 of the Company Law<\/a>Directors are elected by cumulative voting. Holding a certain percentage of shares does not necessarily guarantee a certain percentage of board seats. The chairman then appoints directors in accordance with Article 208 and other relevant regulations.<\/p>\n\n\n\n Additionally, the articles of association, share types, and special share rights must be verified. Closed joint-stock companies are governed by separate regulations under Article 356-1, which may involve restrictions on transfer, multiple voting rights, veto rights, or director seating arrangements; the election of their directors must also be checked under Article 356-3 and the articles of association, and ordinary company rules cannot be applied uniformly regardless of the type of company.<\/p>\n\n\n\n First, obtain proof of ownership, specifically requesting document processing, meeting notices, or legally accessible documents, and retain evidence of refusal and service. Shareholders of a limited liability company who are not performing business operations may exercise the supervisory rights under Article 48, as per Article 109. This differs from the access to articles of association, registers, minutes, and financial statements listed in Article 210 of a joint-stock company; not all heirs immediately have access to all books of accounts.<\/p>\n\n\n\n joint-stock companyArticle 245 of the Company Law<\/a>The applicant for inspection must, in principle, have held at least 1% of the total issued shares for more than six months and provide reasons, evidence, and justification for the application. How the holding period before and after the inheritance is calculated, and how the jointly owned shares are exercised, must be determined on a case-by-case basis. See separate document.Shareholder audits and court-appointed inspectors<\/a>.<\/p>\n\n\n\n If the procedures for convening a shareholders' meeting or the method of making resolutions are illegal, it may involve an action to revoke the resolution within thirty days from the date of resolution under Article 189; if the content of the resolution is illegal, it may be invalid under Article 191, and the resolution may be deemed invalid, which must be determined separately. If necessary, a provisional injunction may be assessed, but the requirements such as significant damage or imminent danger must be explained.Disputes over shareholder rights and management rights<\/a>A single protest letter is not enough to resolve this issue.<\/p>\n\n\n\n The estate tax valuation differs from the family buyout price.<\/strong>according toArticle 29 of the Implementing Rules of the Inheritance and Gift Tax Law<\/a>For unlisted, non-over-the-counter, and non-emerging stock companies, except in the case described in Article 28, Paragraph 2, the company's net asset value on the commencement date of inheritance shall be estimated and adjusted in accordance with regulations. The company's land, buildings, and securities holdings may not be based on the original book figures; there are also applicable regulations for capital contributions from non-joint-stock companies.<\/p>\n\n\n\n Whether to divide or buy out an estate, it is also necessary to consider assets and liabilities, revenue and profit, cash flow, retained earnings, real estate, contingent liabilities, liquidity, and business prospects. The assessed value for estate tax purposes is not necessarily equal to the actual transaction price, nor is it the only price that can be adopted by the court for division.<\/p>\n\n\n\n First, agree on the purpose of the valuation, the base date, the scope of data, and the adjustment of liabilities. Then, if necessary, commission an accounting professional to conduct a valuation or have the court conduct an appraisal. This approach is more effective in clarifying the differences than directly blaming each other based on capital amount or single year's profit and loss.<\/p>\n\n\n\n It can be agreed that a specific heir acquires the shares, while the remaining members receive other inheritance or compensation, with stipulations regarding valuation, payment deadlines, guarantees, and shareholding coordination. Any subsequent sale after inheritance is subject to restrictions based on the company type, articles of association, and valid shareholder agreements.<\/p>\n\n\n\n Requesting the division of an estate according to law does not equate to forcing a company or other shareholders to buy it back at a price they deem appropriate. If the other party is unwilling to purchase, the court must assess the division, seek another buyer, or find other legal exit strategies. An acquisition plan that has not yet been reached cannot be treated as an existing right.<\/p>\n\n\n\n Company assets are not the same as shareholders' personal assets.<\/strong>The father's holding of shares in 60% does not mean that the land, cash, or equipment of company 60% can be directly included in his estate; in principle, only the shares are inherited. If the father has other shareholder loan claims against the company, these must be separately proven with contracts, accounting books, and cash flow records.<\/p>\n\n\n\n Suspected misappropriation, falsified expenses, related-party transactions, or falsified meeting minutes should be addressed by distinguishing between the company's rights of action, shareholder remedies, and individual civil and criminal liabilities. Company losses do not automatically mean that every heir can directly demand compensation from the directors; nor do corporate governance disputes necessarily constitute a crime. (See also...)Dispute over misappropriation of company funds and transactions with related parties<\/a>.<\/p>\n\n\n\n When shares or capital contributions are indeed part of the estate, they can be included in the division, but it is necessary to confirm all heirs, the complete estate, the types of shares, the articles of association, valuation, and compensation capacity. The plan should also be able to implement tax certification, company registration, and shareholding procedures, rather than just a paper averaging.<\/p>\n\n\n\n The division of an estate by the court, along with issues such as the election of directors, the validity of shareholder resolutions, or requests for company information, may involve different parties and procedures, and cannot be resolved entirely by a single division judgment. (The text then abruptly shifts to a seemingly unrelated topic: "can be based on...")Estate division litigation and disputes over the scope of estate<\/a>It is necessary to determine which rights must be confirmed or asserted separately.<\/p>\n\n\n\n The fact that the family estate has not yet been divided does not mean the deadline for filing estate tax returns has passed. Documents such as shareholdings at the time of death, company financial statements, balance sheets, and valuation information should be prepared in advance. Tax payment funds should be arranged, and the necessary tax documentation for the transfer should be confirmed. The filing, division, and company procedures must be coordinated.<\/p>\n\n\n\n Inheritance, gifts given by parents during their lifetime, and sales after inheritance differ in timing, taxpayer, and tax category; therefore, tax consolidation cannot be directly equated with the attribution of civil ownership. Disputes involving assessment or valuation can be consolidated.Tax disputes and administrative remedies<\/a>This avoids signing a compensation agreement only to find out later that the funds and tax burden are unbearable.<\/p>\n\n\n\n First, prepare death and heir certificates, company registration and articles of association, shareholder register and proof of capital contribution, information on directors and responsible persons, and minutes of all previous shareholder meetings and board meetings. For assets, then compile financial statements and necessary accounts, major assets, an inventory of estates, estate tax documents, family agreements, wills, and gift documents.<\/p>\n\n\n\n The document should also list who currently controls the seals, accounts, meeting convening procedures, and major transactions, and create a timeline. Publicly available registrations and legally held documents may be retained initially; company books, financial records, and other private information require a formal request for authorization, and if necessary, a court investigation. Accounts cannot be stolen or guarantees of obtaining all information cannot be made.<\/p>\n\n\n\n Our firm conducts a comprehensive review, examining equity ownership, financial valuation, family division, and corporate governance. We assess the validity of meetings, the exercise of shareholder rights, asset investigations, tax matters, and necessary asset preservation measures. The focus is on ensuring that the distribution of assets aligns with company operations, rather than simply calculating inheritance.<\/p>\n\n\n\n Lawyer Li Yusheng<\/a>Previously worked as an assistant in the legal department of Deloitte Touche Tohmatsu, possessing practical experience in business and accounting.Inheritance and Family Property Disputes<\/a>At the same time, it can be integrated.Company Law and Commercial Litigation<\/a>We will choose the direction of negotiation and litigation based on the evidence, and will not make any prior commitment to obtain operating rights or specific results.<\/p>\n\n\n\n In principle, the inheritance is passed on to the legal heirs, not only considering children, but also spouses, wills, and cases of renunciation of inheritance. The acquisition of shares, shareholding documents, and the exercise of co-ownership rights must still be handled separately.<\/p>\n\n\n\n Not necessarily. The shareholding rights, ownership status, articles of association, and election procedures must be confirmed. The chairman is not automatically appointed based on shareholding percentages.<\/p>\n\n\n\n Unlike general capital transfers, inheritance by death does not require the consent of other shareholders; however, inheritance documents and corresponding articles of association and registration procedures are still required.<\/p>\n\n\n\n First, prove your rights and the ownership of the shares, and formally request notification and participation. If a resolution already exists, promptly determine whether it should be revoked, invalid, or unfounded, and do not miss the applicable period.<\/p>\n\n\n\n When shares have not yet been divided, Article 160 of the Company Law presumes that one person exercises shareholder rights, but this does not mean that each person automatically acquires one-third of the shares that can be voted on individually.<\/p>\n\n\n\n It is necessary to distinguish between listed, over-the-counter, emerging stock and other stocks. For those subject to Article 29 of the Implementing Rules, the net asset value on the date of death shall be used and subject to statutory adjustments, rather than simply using the original book value or capital amount.<\/p>\n\n\n\n Negotiation is possible, but generally there is no inherent right to force a company or other shareholders to buy back shares at market price simply because they are unwilling to share together.<\/p>\n\n\n\n Succession, director election and registration procedures must be followed for joint-stock companies, limited companies and one-person companies respectively, and will not be automatically passed on to the spouse or eldest son.<\/p>\n\n\n\n Joint-stock companies must, in principle, meet the requirements of Article 245, such as holding more than 1% for six consecutive months, and demonstrate the necessity of the inspection; limited liability companies have a separate system for information rights, which cannot be applied in the same way.<\/p>\n\n\n A lawsuit for the division of an estate does not necessarily have to wait for the consent of all heirs. When faced with issues such as a house being occupied by one person, unclear whereabouts of savings, or disputes over the scope of property, the heirs, the estate register, and the claims should be confirmed first, before assessing options such as family mediation, return of usage benefits, or court-ordered division.<\/p>Read the full article \u2192<\/span><\/div><\/a> When shareholders conduct an audit, the first step is not to directly request an auditor to confirm whether the company is a "limited liability company" or a "joint-stock company." First, confirm whether you still have legal shareholder status and the status of your shareholding or investment. Then, confirm whether what you truly cannot obtain are financial statements, shareholder meeting records, accounting books, bank statements, or a specific transaction. Leave it at that\u2026<\/p>Read the full article \u2192<\/span><\/div><\/a>If a shareholder of a limited liability company dies, can the other shareholders refuse to inherit?<\/h2>\n\n\n\n
If the person in charge or chairman of a company dies, who will continue to operate the company?<\/h2>\n\n\n\n
After siblings inherit company shares, who has the right to control the board of directors?<\/h2>\n\n\n\n
What can be done if family members refuse to allow the heir to exercise shareholder rights?<\/h2>\n\n\n\n
How to value the equity of unlisted companies? What to do if the distribution of inheritance is unfair?<\/h2>\n\n\n\n
If an heir does not wish to co-manage the company, can they request someone else to buy out their shares?<\/h2>\n\n\n\n
If you suspect other family members of misappropriating company assets, can you demand the return of your inheritance?<\/h2>\n\n\n\n
Can the inheritance of company shares be handled through estate division litigation?<\/h2>\n\n\n\n
What should be considered when inheriting company shares, dealing with estate tax, and transferring equity?<\/h2>\n\n\n\n
What documents should be prepared if a dispute arises regarding the succession of shares in a family business?<\/h2>\n\n\n\n
How does Fidelity Law Firm handle corporate succession and family business disputes?<\/h2>\n\n\n\n
Frequently Asked Questions (FAQ)<\/h2>\n\n\n\n
If a father passes away, will the company shares automatically be inherited by his children?<\/h3>\n\n\n\n
Does inheriting 51% shares in the company guarantee becoming the chairman?<\/h3>\n\n\n\n
If a shareholder of a limited liability company dies, can the other shareholders refuse to inherit?<\/h3>\n\n\n\n
What can be done if a company prevents its heirs from attending shareholder meetings?<\/h3>\n\n\n\n
How should voting rights be exercised when siblings jointly inherit company shares?<\/h3>\n\n\n\n
How is the estate tax value of unlisted company stocks calculated?<\/h3>\n\n\n\n
Can an heir demand that other family members buy out their shares?<\/h3>\n\n\n\n
If the company's head dies, who can continue to manage the company?<\/h3>\n\n\n\n
Can an investigator be appointed if other heirs control the company and do not provide financial statements?<\/h3>\n\n\n\n
Further reading<\/h2>
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<\/div>What to do if you can't reach an agreement on the division of an estate? Lawsuits arising from an heir occupying a house, withdrawing funds without authorization, and the division of the estate.<\/h3>
![\"\"](\"https:\/\/fdlaw.com.tw\/wp-content\/uploads\/2026\/10\/Gemini_Generated_Image_ysmpxsysmpxsysmp-768x429.jpeg\" "\\"\\"")
<\/div>What if a company refuses to show its books to its shareholders? First, determine whether it's a limited liability company or a joint-stock company, then consider the auditor's application.<\/h3>
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