International Society of Primerus Law Firms

Legislation Update: Financial Supervisory Commission Authorizing Minority Shareholders and Supervisors to Prepare the Documents Necessary for Convening a Shareholders Meeting when the Board Fails to Cooperate

Submitted By: Formosan Brothers

Taipei, Taiwain

Paragraph 1, Article 173 of the Company Act provides that “Any or a plural number of shareholder(s) of a company who has (have) continuously held 3% or more of the total number of the outstanding shares for one year or more may, by filing a written proposal with the subjects for discussion and the reasons, request the board of directors to convene a special shareholders meeting.” Paragraph 2, Article 173 of the same provides that “if the board of directors fails to give a notice of convening a special share-holders meeting…, the proposing shareholder(s) may, after obtaining an approval from the competent authority, convene a special shareholders meeting on his/their own. In addition, Article 220 of the same provides that the supervisors may convene a shareholders meeting for the interest of the company if necessary.

According to an administrative ruling promulgated by Financial Supervisory Commission (FSC) on April 13, 2011, i.e., Jin-Guan-Jen-Jao-Tz No. 1000011913, when a shareholders meeting is convened by minority shareholders or supervisors pursuant to the Company Act, minority shareholders and supervisors may prepare, deliver and disclose the docu-ments or information necessary for the shareholders meeting if the board fails to do so.

For more information on Formosan Brothers, please visit www.fblaw.com.tw or the International Society of Primerus Law Firms.

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