June 2026
Financial Supervisory Commission Eases Restrictions on Virtual Shareholders’ Meetings Under Extraordinary Circumstances (Taiwan)
Under Taiwan’s Company Act, shareholders’ meetings were traditionally required to be held in person, and companies intending to convene shareholders’ meetings virtually were required to expressly provide for such arrangements in their articles of incorporation. During the COVID-19 pandemic in 2021, however, the Financial Supervisory Commission (“FSC”) introduced temporary measures permitting certain public companies to convene shareholders’ meetings with virtual assistance. Subsequently, in anticipation of future extraordinary events, Article 172-2 of the Company Act was amended in December 2021 to expressly provide that, in the event of natural disasters, emergencies, or other force majeure events (collectively, “Extraordinary Circumstances”), companies may convene virtual shareholders’ meetings without prior authorization in their articles of incorporation, provided that such circumstances are publicly announced by the Ministry of Economic Affairs (“MOEA”).
Nevertheless, considering that public companies generally have a large number of shareholders, the FSC was concerned that, where companies involved in disputes over corporate control convened virtual shareholders’ meetings, the resulting disputes could have far-reaching implications. Accordingly, in 2022, the FSC added Article 44-11 to the Regulations Governing the Administration of Shareholder Services of Public Companies (the “Shareholder Services Regulations”), imposing certain restrictions on fully virtual shareholders’ meetings and hybrid shareholders’ meetings convened by public companies.
Under the foregoing restrictions, a fully virtual shareholders’ meeting could not include agenda items concerning the election or dismissal of directors or supervisors. In the case of hybrid shareholders’ meetings, where the election of directors or supervisors was proposed, the number of candidates could not exceed the number of seats to be filled, and dismissal proposals were prohibited. In addition, fully virtual shareholders’ meetings were prohibited from resolving certain material corporate matters, such as major asset transfers or acquisitions, dissolution, mergers, and demergers, pursuant to Articles 185, 316, and other relevant provisions of the Company Act.
Recently, the FSC recognized that, if public companies remained subject to the above restrictions during Extraordinary Circumstances as contemplated under the proviso to Paragraph 1 of Article 172-2 of the Company Act, companies might be unable to convene shareholders’ meetings in a timely manner, thereby affecting their normal operations. Accordingly, on March 24, 2026, the FSC amended Article 44-11 of the Shareholder Services Regulations by adding Paragraph 3 thereto to relax certain restrictions. Pursuant to the amendment, where the MOEA announces the existence of Extraordinary Circumstances under the proviso to Paragraph 1 of Article 172-2 of the Company Act, public companies convening virtual shareholders’ meetings may also include agenda items concerning the election or dismissal of directors or supervisors.
Nevertheless, companies should note that the convening of such shareholders’ meetings must still comply with Paragraph 3 of Article 44-9 of the Shareholder Services Regulations, which requires approval by a resolution adopted at a board meeting attended by at least two-thirds of the directors and approved by a majority of the directors present.
Nevertheless, considering that public companies generally have a large number of shareholders, the FSC was concerned that, where companies involved in disputes over corporate control convened virtual shareholders’ meetings, the resulting disputes could have far-reaching implications. Accordingly, in 2022, the FSC added Article 44-11 to the Regulations Governing the Administration of Shareholder Services of Public Companies (the “Shareholder Services Regulations”), imposing certain restrictions on fully virtual shareholders’ meetings and hybrid shareholders’ meetings convened by public companies.
Under the foregoing restrictions, a fully virtual shareholders’ meeting could not include agenda items concerning the election or dismissal of directors or supervisors. In the case of hybrid shareholders’ meetings, where the election of directors or supervisors was proposed, the number of candidates could not exceed the number of seats to be filled, and dismissal proposals were prohibited. In addition, fully virtual shareholders’ meetings were prohibited from resolving certain material corporate matters, such as major asset transfers or acquisitions, dissolution, mergers, and demergers, pursuant to Articles 185, 316, and other relevant provisions of the Company Act.
Recently, the FSC recognized that, if public companies remained subject to the above restrictions during Extraordinary Circumstances as contemplated under the proviso to Paragraph 1 of Article 172-2 of the Company Act, companies might be unable to convene shareholders’ meetings in a timely manner, thereby affecting their normal operations. Accordingly, on March 24, 2026, the FSC amended Article 44-11 of the Shareholder Services Regulations by adding Paragraph 3 thereto to relax certain restrictions. Pursuant to the amendment, where the MOEA announces the existence of Extraordinary Circumstances under the proviso to Paragraph 1 of Article 172-2 of the Company Act, public companies convening virtual shareholders’ meetings may also include agenda items concerning the election or dismissal of directors or supervisors.
Nevertheless, companies should note that the convening of such shareholders’ meetings must still comply with Paragraph 3 of Article 44-9 of the Shareholder Services Regulations, which requires approval by a resolution adopted at a board meeting attended by at least two-thirds of the directors and approved by a majority of the directors present.
