Impact of COVID-19 on Convening Shareholder Meetings (Taiwan)

Emily Chueh/Elva Chuang

1. Public companies: The Financial Supervisory Commission has ordered that no shareholder meetings shall be convened from May 24 to June 30; they shall be convened from July 1 to August 31 instead.

(1) The Financial Supervisory Commission (“FSC”) made a public announcement on May 20, 2021 that pursuant to the elevation of the national pandemic alert to Level 3 on May 19 by the Central Epidemic Command Center, as well as in consideration that in-person shareholder meetings may increase the risk of infections from close proximity assemblies, all publicly listed companies (including those traded on the OTC and GreTai exchanges, as well as foreign companies listed in Taiwan) shall suspend convening shareholder meeting from May 24, 2021 to June 30, 2021.

(2) All shareholder meetings of publicly listed companies shall be postponed and convened from July 1, 2021 to August 31, 2021 instead. The actual meeting date and location shall be as resolved by the company’s board of directors.

(3) The relevant preparation work for the originally planned shareholder meeting may proceed according to the original schedule until the day before the originally planned shareholder meeting date. Only the actual meeting shall be postponed to July-August.

Please visit the Security and Futures Bureau of the FSC’s website regarding “COVID-19 Prevention” at the following address:

2. For non-public companies: In accordance with the policy to recognize pandemic prevention as a “proper cause”, a request may be made to the competent authority to delay convening the general shareholder meeting.

(1) Article 170, Paragraph 2 of the Company Act provides that the general shareholder meeting shall be held within six months after the close of each fiscal year unless otherwise approved by the competent authority for proper cause shown.

(2) The Vice Minister of the Ministry of Economic Affairs C.C. Chen has stated on May 19, 2021 that due to the seriousness of the outbreak, pandemic prevention may be deemed as a proper cause. The Ministry of Economic Affairs had previously issued the Jing-Shang-Zi-10902015230 Circular on April 16, 2020 in which it permitted non-public companies to cite pandemic prevention as a “proper cause” in their applications to the competent authority for approval to postpone the general shareholder meeting in the event the pandemic has rendered it difficult to convene a general shareholder meeting.

As a result, it is recommended for publicly listed companies to take measures as soon as possible for the postponement of shareholder meetings; for non-publicly listed companies, if they are facing difficulties in convening a shareholder meeting due to the pandemic, they should consider applying to the competent authority for an approval to postpone the meeting.