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T H E P R I M E R U S P A R A D I G M
Amendments to the Company Act
To improve corporate flexibility and better
align with the emerging global economy,
Taiwan promulgated the 2018 amendments
to the Company Act, which became
effective on November 1, 2018. The major
amendments are summarized as follows:
Increase flexibility for
management
1. Eliminated the restriction that a private
company shall not reinvest any amount
more than 40 percent of its paid-in
capital.
2. Shareholders' meetings may be
convened via video-conferencing
if so provided in the articles of
incorporation.
3. Lower the threshold required for
a resolution in limited companies:
with respect to resolutions regarding
amendment of articles of incorporation,
merger, dissolution and liquidation of
limited companies, the threshold is
lowered to two-thirds of the consenting
votes of its shareholders instead of the
original unanimous consent.
4. A company limited by shares may
be exempt from placing a board of
directors, but rather put in place one
or two directors, if so provided in the
articles of incorporation.
5. A company limited by shares with only
one government/corporate shareholder,
may be exempt from placing any
supervisor, if so provided in its articles
of incorporation.
6. It is not mandatory for a private
company of whatever amount of paid-
in capital to issue shares. Further, if
a private company chooses to issue
shares, it may elect to do so paperlessly.
7. The notice period to convene a board
meeting is shortened to three days.
8. The articles of incorporation may
stipulate that, by unanimous consent,
the directors may pass written
resolutions on the proposals for the
board meeting.
9. It is allowable for the articles of
incorporation to provide that the
employee incentive mechanism of a
company may apply to the employees
of its holding company or subordinate
companies. A company limited by
shares may stipulate in its articles
of incorporation that, as part of the
employee incentive mechanism, the
provisions relating to employee treasury
shares, certificates of employee stock
options, employee compensation,
employee's subscription of new share,
and issuing restricted stocks for
employees, etc., may be applied to the
employees of its holding company or
subordinate companies as well.
10. A private company may issue restricted
stocks for employees upon the special
resolution of the shareholders' meeting.
Friendly environment for
entrepreneurship and
capital market
1. A company may set off losses or
distribute dividends upon the closing
of every quarter or every half fiscal
year, if so provided in its articles of
incorporation.
2. Repealed the restriction that the
founding shareholder shall not
transfer his/her shareholding within
one year from the registration of the
incorporation of company.
3. A company may issue no par value
share in its option.
4. New types of preferred shares: the
company may, by providing so in its
articles of incorporation, issue the
preferred shares with multiple voting
rights, the preferred shares with veto
rights on certain matters, preferred
shares of which the holder is restricted
or prohibited from being elected as
a director or a shareholder, or the
preferred shares whereby the holder
thereof is ensured to a certain number
of seats of directors or supervisor.
Asia Pacific ­ Taiwan, R.O.C.
Teresa Y.C. Pan is a partner at Formosan
Brothers, Attorneys-at-Law. As a trilingual
attorney in Mandarin, Japanese and English,
she offers tremendous experience and
expertise in international corporate matters.
Formosan Brothers, Attorneys-at-Law
8F, No. 376 Section 4, Jen-Ai Road
Taipei, 10693 Taiwan, R.O.C.
+886 2 2705 8086 Phone
teresa@mail.fblaw.com.tw
fblaw.com.tw
Teresa Y.C. Pan