May 2025
Exclusion of Electronic Signatures from Proxy-Related Documents for Shareholders’ Meetings (Taiwan)
On May 15, 2024, Taiwan promulgated amendments to the Electronic Signatures Act (hereinafter referred to as the “Act”). One of the key amendments is the expansion of the scope of applicability for electronic signatures and the narrowing of the authority granted to administrative agencies to exclude their application through interpretations. Additionally, for existing exclusions issued by administrative agencies, the amended Act includes a sunset clause under which such exclusions will expire one year after the effective date of the amended Act. For further details on the amendments, please refer to our article titled “
After More Than 20 Years, Taiwan Officially Implements a Newly-Amended Electronic Signatures Act.
”
Accordingly, the restriction issued by the Financial Supervisory Commission (hereinafter referred to as the “FSC”) in its interpretation of December 2021 (Letter No. 1100365352), which prohibited the use of electronic signatures in proxy solicitation and non-solicitation procedures, was originally scheduled to cease to be effective as of May 14, 2025, pursuant to Article 20 of the amended Act.
However, considering that both proxy solicitation and non-solicitation procedures have long been practiced, are widely applied, and involve the convening procedures of shareholders’ meetings of public companies and multiple stakeholders, including solicitors, shareholders, and companies mandated to handle solicitation matters, the FSC recognizes that fully implementing electronic signatures at this stage would present significant practical challenges. Additionally, under Article 25-1 of the Securities and Exchange Act, the FSC is authorized to prescribe regulations regarding the format, acquisition, methods of solicitation and agenting of proxies, documents required to be filed and kept on record, provision of information, and other related matters for public companies.
Therefore, to protect the interests of the parties involved in proxy solicitation and non-solicitation processes, and before resolving the inquiries concerning the application of electronic signatures to proxy documents and establishing comprehensive supporting measures, the FSC, pursuant to Article 11 of the Act and Paragraph 1 of Article 10 of its Enforcement Rules, has amended Article 23-3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (hereinafter referred to as the “Proxy Regulations”). The amended Proxy Regulations explicitly provide that written documents related to proxy solicitation and non-solicitation for shareholders’ meetings that require a signature or seal are not subject to the provisions regarding electronic signatures.
This amendment to the Proxy Regulations took effect on May 14, 2025, ensuring a seamless transition in regulatory application following the expiration of the aforementioned interpretation.
Accordingly, the restriction issued by the Financial Supervisory Commission (hereinafter referred to as the “FSC”) in its interpretation of December 2021 (Letter No. 1100365352), which prohibited the use of electronic signatures in proxy solicitation and non-solicitation procedures, was originally scheduled to cease to be effective as of May 14, 2025, pursuant to Article 20 of the amended Act.
However, considering that both proxy solicitation and non-solicitation procedures have long been practiced, are widely applied, and involve the convening procedures of shareholders’ meetings of public companies and multiple stakeholders, including solicitors, shareholders, and companies mandated to handle solicitation matters, the FSC recognizes that fully implementing electronic signatures at this stage would present significant practical challenges. Additionally, under Article 25-1 of the Securities and Exchange Act, the FSC is authorized to prescribe regulations regarding the format, acquisition, methods of solicitation and agenting of proxies, documents required to be filed and kept on record, provision of information, and other related matters for public companies.
Therefore, to protect the interests of the parties involved in proxy solicitation and non-solicitation processes, and before resolving the inquiries concerning the application of electronic signatures to proxy documents and establishing comprehensive supporting measures, the FSC, pursuant to Article 11 of the Act and Paragraph 1 of Article 10 of its Enforcement Rules, has amended Article 23-3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (hereinafter referred to as the “Proxy Regulations”). The amended Proxy Regulations explicitly provide that written documents related to proxy solicitation and non-solicitation for shareholders’ meetings that require a signature or seal are not subject to the provisions regarding electronic signatures.
This amendment to the Proxy Regulations took effect on May 14, 2025, ensuring a seamless transition in regulatory application following the expiration of the aforementioned interpretation.
