According to the regulations of Company Law in Taiwan, the term of office for director and supervisor of a Taiwanese corporation is maximum of three years, and elections must be held at the end of each term. However, if the directors and supervisors elected in each election are the same as the previous one, they may be re-elected consecutively.
When the term of office for director and supervisor expires but there is no time for re-election, the term of office may be extended until the director is re-elected and takes office. The definition of failure to re-elect is based on whether the company has elected new directors upon the expiration of the term of the directors and supervisors. As for the reasons, the Taiwan Economic Department will not conduct further inspections. However, the Taiwan Economic Department has the authority to order the company to conduct elections within a specified deadline.
If there is a change in the company’s director or supervisor during their term, necessitating a by election, the term of the newly elected director should be in accordance with the remainder of the original director’s term. For example, if the term of the director and supervisor is from January 1, 2024, to March 31,2027, and one of the director resign on March 1, 2025, and a new director is elected on March 15, 2025, the term of this new elected director would be from March 15, 2025, to March 31, 2027.
The election of director and supervisor must be resolved by the shareholders’ meeting, requiring the attendance of shareholders representing more than half of the total number of issued shares, and the approval of more than half of the voting rights of the attending shareholders. After the election of director and supervisor, a board meeting must be convened to elect the chairman. This requires the attendance of more than two-thirds of the director’s ad the consent of more than half of the attending directors.
Kaizen remains that to avoid penalties, the election of director and supervisor must be reported to the Taiwan Economic Department within 15 days after the re-election. Kaizen can provide services related to relevant laws and the preparation of meeting minutes. If you need our services, please contact our professional consultants.
Disclaimer
All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.
When starting a business in Taiwan, one of the first legal decisions entrepreneurs face is whether to establish a “company” or register as a “sole proprietorship”. Many entrepreneurs tend to confuse the two; however, under Taiwan’s dual regulatory framework governed by the Company Act and Business Registration Act, these entities differ fundamentally in terms of legal personality.
In Taiwan, every company is required to have a registered business at the time of incorporation, commonly referred to as the company’s registered office. Many people assume that the registered office is the same as the place where the company conducts business operations and opens for daily business activities.
In Taiwan, companies can be categorized into three types: limited company, limited company by shares and foreign branch office. According to Taiwan’s Company Act, when establishing a company, the founders (shareholders) must hold a meeting to determine the company’s capital amount.
A Taiwan limited company by shares is required to appoint at least one supervisor to oversee and conduct audits of the company’s operations. The primary purpose of supervisor role is to serve as a check against the board of directors, ensuring that the rights of general shareholders are not infringed upon and that directors do not abuse their powers for personal gain.
