萬國法律事務所

Taiwan’s Ministry of Economic Affairs (MOEA) is drawing up an amendment of the Company Law, which will impose responsibilities on so-called “shadow directors” (de facto directors) of a company.

A shadow director is a person who is not officially appointed and or registered in the Company Registrar as a director of the company but whose opinions are substantially influential in the company’s decision making process. A shadow director is not necessarily a shareholder of the company, and usually has a title of president, adviser or consultant with direct or indirect control over the management of the personnel, financial or business operation of the company.

As many countries have adopted laws that impose responsibilities on shadow directors, MOEA is recently gathering a group of scholars, lawyers and experts to draw up the amendment of the Company Law. The proposed amendment will add Article 23-1 to the current Company Law, which imposes the duty of care and duty of a fiduciary on the de facto directors of public, OTC and listed companies.

After the amendment takes effect, if a shadow director violates such duties, the shareholders may bring a lawsuit against the registered directors together with the shadow directors, and the directors and shadow directors may be jointly liable for any damages caused to the shareholders.