萬國法律事務所

The major points of the draft amendment to the Company Act proposed by the Ministry of Economic Affair (MOEA) include the following:

(1) The awardee of a bonus may be the employee of a controlled or affiliated company under certain conditions;
(2) Companies with capital of more than a certain amount or less than the set amount but of a certain scale must have an accountant certify their financial reports. This requirement does not apply to non-public traded companies;
(3) For One-man companies, the number of director and supervisor may be one and zero respectively;
(4) Non-public traded companies are not required to form a board of directors; instead, they may choose to have one or two directors. The requisite number of directors in a public traded company shall be governed by the Securities and Exchange Act;
(5) Companies may have full-time company governing staff (company secretary), and the relevant authorities may require public traded companies to have a company secretary;
(6) For the purpose of preventing money laundering, secret ballots are abolished and companies limited by shares must prepare shareholder's list and beneficiary's information for the review of the relevant authorities.

At the last public hearing held on July 4, 2017, the draft amendment regarding company secretaries was objected to by several professional associations due to the vagueness of the secretary's scope of responsibilities. Some opponents suggested that a company secretary may be regulated in the current “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” rather than by the Company Act. MOEA is planning to submit a finalized draft amendment to the Executive Yuan in early August 2017.