Teresa Huang and Yuki Chiang
Department of Commerce of the Ministry of Economic Affairs announcement: the Central Epidemic Command Center declared on May 19, 2021 that the nationwide Covid-19 Alert has been raised to Level 3, where indoor social gatherings that are attended by 5 or more people and outdoor gatherings that are attended by 10 or more people shall be suspended. If the Shareholders’ meetings could not be able to meet the standards above, such as the number of attendances (including shareholders, master of ceremony, and panelists etc.) have exceed the above restrictions, it shall be suspended. In terms of postponing the shareholder meetings, the Department of Commence gives the following guidelines:
|Procedure for Postponing Shareholders’ Meetings||The chairman or board of directors may decide to postpone the shareholders’ meetings. Companies scheduled to hold shareholders’ meetings before August 31, 2021 may postpone the meeting without external application.|
|Companies that have difficulty in holding their shareholders meeting before August 31, 2021 may apply to competent authorities to postpone the meeting to any time before December 31, 2021 in accordance with Article 170, Paragraph 2 of the Company Act.|
|Notice for Postponed Shareholders’ Meetings||Companies may give notice through the company website or through the Department of Commerce’s Site for “Companies to Announce Information according to the Company Act” (https://ipcsa.nat.gov.tw/pap/).|
|Implement Measures and Other Precautions||Deciding date and location for shareholders’ meeting:
After the board of directors decides on an actual date and location for the shareholders’ meeting, the shareholders should be notified 10 days prior to the meeting and the information should be posted on the Site for “Companies to Announce Information according to the Company Act” (https://ipcsa.nat.gov.tw/pap/).
|Operations for convening shareholders’ meeting, such as the book closure period of the shareholders’ meeting, shareholder proposals, procedure for director nominations, letters of authorization, and meeting notices:
If the shareholders’ meetings will be held before August 31, 2021, companies may base their operations on the original date and is not required to rework the “previously implemented operating procedures” and period calculations.
|Commencement of the term for newly elected directors and supervisors:
The officially commencement date of a newly elected director/supervisor’s term as indicated in the shareholders meeting minutes should be the actual date of the election.
|Recorded dates for shareholders meeting minutes and amendments of articles of incorporation:
Should be set for the actual date of the shareholders meeting.
As the Department of Commerce will post more guidelines on a rolling basis to adjust for changes in the pandemic, for more information, please refer to its FAQ and announcement sections. Link: https://gcis.nat.gov.tw/mainNew/subclassNAction.do?method=getFile&pk=1118
For information on public companies shareholders’ meetings, please refer to our newsletter “Notes for Shareholders Meetings During the Pandemic 1 – Public Companies.”