以閉鎖性股份有限公司作為家族企業傳承手段之研究

閉鎖性股份有限公司係在公司法中以專節規範之特殊形態股份有限公司，與一般股份有限公司的規範有所不同，主要係為新創產業而設。然除了新創產業外，家族企業亦有用以作為家族傳承之可能，而且其實於新創產業興起前，閉鎖性公司因其性質早已有與家族企業一同討論。家族企業於外國已有多例，於東方社會中亦有出現，我國企業中屬家族企業者也不在少數。近年來新聞媒體頻繁出現有關家族企業經營權之爭奪，使得家族企業的傳承所引發的問題浮現於大眾之目光之下，可見要在兼顧家族企業的特殊性下妥善管理與傳承實非易事。我國公司法於近年增訂之閉鎖性股份有限公司一章具有與傳統公司不同之面向與規範，具有股份有限公司原有之資合性和其特有的閉鎖性，搭配其餘家族傳承之方法，有做為家族企業傳承有力手段之可能。本文將介紹家族企業與傳承與閉鎖性股份有限公司之關係，閉鎖性股份有限公司相關特點、問題，並藉由外國法對照與實務運作之情況，探討為何比其他家族企業傳承手段更為合適。輔以實際案例分析。

關鍵字

閉鎖性股份有限公司；家族企業傳承

並列摘要

Close company is a unique type of company limited by share that has been stipulated in special section in taiwan company law. Though close company was enancted for start-up business, there is also possiblity for family business to use close company to pass on to their next generation. Actually, in the old days that start-up business has not appear, close company has been discussed with family business cause to its special company characteristic. There are many family-enterprises around the world. Especially in Eastern society and in Taiwan as well. News about scrabbling for owernship of corporation has appeared on social media frequently in recent years. This makes the problem of inheriting family enterprise enter the public view. Let us notice that it is not an easy task to manage and inherit Family-business without giving up its distinctive closed and consanguineous feature. The closed company section that add to Taiwan’s corporation law in recent year has a diffierent type of regulation compare to regular company. It has combine the capital-jointing feature from regular company and its own unique human-joining feature. Collocating other measures, close company could be a strong method for family business inheritance. This dissertation will discuss the association between familt business and closed company. Discuss feature and question of closed company using comparison with foreign law and practical experiences to see why closed company is a better chose for family business to use for inheritance. Using actual cases to see if close company in tawain can be a measure of family business inheritance simultaneously.