企業傳承信託之模式及治理特性

The Models of Business Inheritance Trusts and Their Governance Characteristics

孟子離婁章句下．第二十二章：「君子之澤，五世而斬；小人之澤，五世而斬。予未得為孔子徒也，予私淑諸人也。」
家族信託因具有隱密性、保護性及獨立性，已成為當前各國富豪或名門家族普遍採用之一種選項。若採用狹義概念，即以家族企業之股權作為核心信託財產，並以照顧家族成員之生活及確保家族企業得持續由家族成員所控制為主要目的者，則可稱為企業傳承信託或股權傳承信託。本文先就當前較普遍採用之閉鎖性股份有限公司及家族信託等二種企業傳承模式，說明法律框架之特性。其次，除介紹信託公會所建議之四種家族信託模式外，並探討王朝信託及臺灣當前主要商業銀行所開辦家族信託之態樣。
此外，本文先以家族信託治理之核心議題為起點，再依序論述家族信託治理與家族治理、家族控股公司治理及家族企業治理相互交錯之相關問題，期能在辦理企業傳承之規劃時，有效調和各個治理領域可能出現之矛盾或衝突，建立完善之治理機制。最後，則提出簡要之結論。

MENCIUS Li Lou II, Chapter 22:“Mencius said,‘The influence of a sovereign sage terminates in the fifth generation. The influence of a mere sage does the same. Although I could not be a disciple of Confucius himself, I have endeavored to cultivate my virtue by means of those who were.’”
Because of its confidentiality, protection and independence, the form of family trusts has become an option commonly used by wealthy or famous families in various countries. In its narrow sense, that is, while the equity stock of the family business is the core trust property, and while the main purpose is to take care of the lives of family members and to ensure that the family business can continuously be controlled by family members, it can be called a business inheritance trust or an equity inheritance trust. This article first explains the characteristics of the legal framework with respect to two currently commonly used business inheritance models: closely-held companies and family trusts. Secondly, in addition to introducing the four family trust models recommended by the Trust Association of R.O.C., this article also discusses the types of family trusts which are run by dynasty trusts and which are inaugurated by Taiwan's current major commercial banks.
Besides, this article first takes the core issues of family trust governance as a starting point, and then discusses issues related to the interlacements of family trust governance with family governance, family holding company governance and family business governance. It is hoped that the research results of this article can effectively reconcile the contradictions or conflicts that may arise in above-mentioned various governance areas and establish a sound governance mechanism when planning business succession. Finally, a brief conclusion is provided.