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Ministry of Economic Affairs,R.O.C.

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2021-12-23 15:18
Department of Commerce

Third Reading of the Draft Amendments on Video Conference Provisions in the Company Act

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Third Reading of the Draft Amendments on Video Conference Provisions in the Company Act
On December 14, 2021, the Legislative Yuan completed the third reading on draft amendments of the Articles 172-2 and 356-8 in the "Company Act," submitted by the Executive Yuan. In the future, not only a non-public company but also a public company can hold its shareholders' meetings by means of visual communication network (video conferencing) so long as it explicitly provides for such in its Articles of Incorporation.

As technology continues to advance, it is becoming ever more common for shareholders to participate in shareholders' meetings and exercise their shareholder rights over video conferencing, and thus it deserves more attention and protection. In the light of the possibility of pandemics and other similar force majeure events, if a company's Articles of Incorporation have not been revised, resulting in shareholders being unable to participate using video conferencing, it will have adverse impacts on the operations of the company and shareholder equity. Therefore, this enactment provides supporting regulations, and the key points of which are as follows:

I. During the period of face majeure events such as natural disaster, the amendment empower the competent authority to announce and allow the shareholders meeting of companies and close companies, within a certain period time, to be held through video conference or other approved ways, even as such video conference wasn't explicitly stipulated in the Articles of Incorporation.

II. The amendment also allows the public companies to adopt the video conference for shareholders' meetings. As regards of the operation procedures and items of compliance for these public companies, the sub-laws established by the competent securities authorities shall be applied as priority.

The Ministry of Economic Affairs (MOEA) has indicated that the amendment to the Company Act retains the original provisions of full disclosure on the Articles of Incorporation while also protecting shareholder equity; it also increases the flexibility of convening shareholders' meetings through video conference. In the future, the MOEA will provide the relevant examples of Articles of Incorporation for companies' reference and for facilitating compliance.

News spokesperson: Department of Commerce (MOEA) Deputy Director General Liu Ya-Juan
Office phone: 2321-2200 Ext. 8325 Mobile phone: 0933-989-616
e-mail: ycliu@moea.gov.tw

News contact: Department of Commerce (MOEA) Section Chief Hung Yu-Ren
Office phone: 2321-2200 Ext. 8397 Mobile phone: 0911-250-237
e-mail: yjhung@moea.gov.tw