Launch of Reporting Platform for Information about the Representatives and Major Shareholders of Companies (Taiwan)

Sophia Tsai

To accommodate international mutual evaluation on anti-money laundering practices, the Legislative Yuan added a new company information reporting system in Article 22-1 in the amendments to the Company Act on July 6 this year.  To wit, a company is required to annually and regularly report matters relating to directors, supervisors, managers and shareholders holding over 10% of the total outstanding shares or authorized capital of the company through electronic submissions to an information platform deployed or designated by the central competent authority.  To accommodate such amendments, the Ministry of Economic Affairs pre-announced the Rules for Reporting and Managing the Information under Article 22-1 of the Company Act (hereinafter, the “Rules”) on August 31.  The Rules came into effect on November 1.  Currently, the reporting platform is the Platform for Information about the Representatives and Major Shareholders of Companies[1] deployed and operated by Taiwan Depository & Clearing Corporation with no statutory fee charged.[2][3]

The Rules are highlighted below:

1. Objects of submission: directors, supervisors, managerial officers and shareholders holding over 10% of the outstanding shares or the authorized capital. (Article 4)

2. Information to be submitted: names or titles, nationalities, dates of birth or date of incorporation, identification numbers or tax ID number, numbers of shares held or amounts of capital contribution and other matters designated by the central competent authority. (Article 4)

3. Reporting dates: reporting for the previous year as of December 31 during January 1 through January 31 of each year. In case of any change to such information, the company shall report the same to the information platform within 15 days after the change. (Article 6)

4. Companies to which the reporting requirements do not apply: state-owned enterprises, publicly offered companies limited by shares and other companies announced by the central competent authority in conjunction with the Ministry of Justice. (Article 7)

5. When auditing the reporting business under the Rules, the central competent authority may request a company or its reporting agent to provide a roster of shareholders and relevant documents of the company. (Article 16)

6. Penalties: a penalty of NT$50,000 to NT$500,000 on the director representing the company in case of failure to report the information or of misrepresentation in the information so reported and of failure to rectify within the period notified by the central competent authority. In case of continued failure to rectify within another period as notified, a fine of NT$500,000 to NT$5,000,000 will be imposed each time.  In case of a material violation, the company registration may be revoked.  (Article 22-1, Paragraphs 4 and 5 of the Company Act)

This is a newly added company obligation in the Company Act.  All companies are advised to pay attention to the reporting deadline to avoid legal violations.