| 英文摘要 |
Corporate charters are the fundamental rules that govern the structure and activities of corporations. It is often argued that corporations can enjoy charter autonomy and arrange the internal relationships in the charters. But in practice, corporations in Taiwan may find the autonomy is rather limited by the authorities’ rulemaking. A case in point is the law on preferred stocks. This paper first reveals that even textualism cannot support the authorities’ narrow interpretation of this law. In contrast to the current rule, the newly enacted Close Corporation Section in Taiwan Company Law broadens charter autonomy and empowers the close corporations created under this Section to issue types of preferred stocks that are not allowed otherwise. While the legislative intent cannot be clearer, it is suggested that the inconsistency in the new Section and a contextualist interpretation of it may prevent the authorities from taking a liberal approach. By examining the issue, this paper argues that, for charter autonomy to be fully respected, a consistent approach is needed in guiding the authorities’ future interpretation and enforcement.
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