The board of directors of a company shall have at least three directors who shall be elected by the shareholders’ meeting from among the persons with disposing capacity.

A company may choose not to have the board of directors but to have one or two directors. For a company with only one director, such director shall be the chairman and the functional duties and powers of the board of directors of such company shall be exercised by such director, and the provisions governing the board of directors as set out in this Act shall not apply to such company. The provisions governing the board of directors as set out in this Act shall apply mutatis mutandis to a company with two directors.

For a public company, if the percentage of shareholdings of all the directors selected in accordance with Paragraph One is subject to the provisions separately prescribed by the competent authority in charge of securities affairs, such provisions shall prevail.

The provisions set out in Article 15-2 and Article 85 of The Civil Code shall not apply to the disposing capacity set forth in Paragraph One of this Article. "Unless otherwise provided for in this Act, the relations between the company and its directors shall be governed by the provisions of the Civil Code pertaining to the mandate.

The provisions set out in Article 30 hereof shall apply mutatis mutandis to the directors of a company.

In case a candidates nomination system is adopted by a company for election of the directors of the company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. However, a public company satisfied with the conditions in terms of company’s scale, shareholder number, shareholder structure and other essential factors stipulated by the competent authority in charge of securities affairs shall adopt such candidates nomination system and such adoption shall be expressly stipulated in the Articles of Incorporation of the company.

The company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders’ meeting, announce in a public notice, the period for accepting the nomination of director candidates, the quota of directors to be elected, the place designated for accepting the roster of director candidates nominated, and other necessary matters. The length of the period for accepting the nomination of director candidates shall not be shorter than ten (10) days.

Any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of director candidates, provided that the total number of director candidates so nominated shall not exceed the quota of the directors to be elected. This restrictive condition shall also be applicable to the roster of director candidates nominated by the board of directors of the company. "The roster of director candidates submitted by a shareholder as prescribed in the preceding Paragraph shall describe the name, education background and past work experience of the director candidates. "The board of directors or other authorized conveners of shareholders’ meetings shall examine and/or screen the data and information of each director candidate nominated; and shall, unless under any of the following circumstances, include all qualified director candidates in the final roster of director candidates accordingly:

1. Where the roster of director candidates is submitted by the nominating shareholder beyond the deadline fixed for accepting such candidates roster;
2. Where the number of shares of the company being held by the nominating shareholder is less than 1% of the total number of outstanding shares of the company at the time when the share transfer registration is suspended by the company in accordance with the provisions set out in Paragraph II or Paragraph III, Article 165 of this Act;
3. Where the number of director candidates nominated exceeds the quota of the directors to be elected; or
4. Where the roster of director candidates submitted by a shareholder fails to describe the name, education background and past work experience of the director candidates.

The company shall, no later than 25 days prior to the scheduled meeting date of a regular shareholders’ meeting or no later than 15 days prior to the scheduled meeting date of a special shareholders’ meeting, have the roster of director candidates and their education background and past work experience published in a public notice; for a public company, such a public notice shall be published no later than 40 days prior to the scheduled meeting date of a regular shareholders’ meeting or no later than 25 days prior to the scheduled meeting date of a special shareholders’ meeting.

The responsible person or other authorized conveners of a company who violates the provisions set out in Paragraph Two or the preceding two Paragraphs of this Article shall be imposed with a fine of not less than NT$10,000, but not more than NT$50,000; for a public company, the responsible person or other authorized conveners of a company shall be imposed with a fine by the competent authority in charge of securities affairs of not less than NT$240,000 but not more than NT$2,400,000.

Details >

A person under assistance must obtain the consent of his/her assistant if he/she intends to perform any of the following acts; provided, however, that, this shall not apply to any act relating to pure legal benefit or the necessity based on the person’s age, status, and daily life "(1) being a responsible person of a sole proprietorship, of a partnership company, or of a juristic person; "(2) making loans for consumption, consumption deposit, a guaranty, a gift, or a trust; "(3) taking any procedural action; "(4) agreeing to compromise, conciliation, adjustment, or signing arbitration contract; "(5) performing any act with the purpose of obtaining or relinquishing any right regarding real estate, vessels, aircrafts, vehicles, or other valuable property; "(6) performing partition of the inheritance, legacy, waiving the right to inheritance, or any other related right; "(7) performing any other act, at the request of the person or his/her assistant, appointed by the court under previous provision. "The provisions of Articles 78 to 83 shall apply mutatis mutandis to conditions not agreed by assistant according to the provisions of the preceding paragraph. "The provision of Article 85 shall apply mutatis mutandis to acts, agreed by the assistant and under section 1 of paragraph 1, performed by a person under assistance. "With respect to any act which requires the consent of the assistant under paragraph 1, if the assistant does not give consent in cases where the interest of the person under assistance is unlikely to be prejudiced, the court may, at the request of the person under assistance, give permission.

Details >

If the guardian of a person who is limited in capacity to make juridical acts has approved the latter to run business independently, such person has capacity to make juridical acts concerning the said business. "If the person limited in capacity to make juridical acts is unable to run the business thus approved, his guardian may revoke or restrict his approved, but it shall not be a valid defense against any bona fide third party.

Details >

A person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he has been appointed as such, he shall certainly be discharged:

1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
2. Having committed the offence in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
3. Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
4. Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; or
6. Having no or only limited disposing capacity.
7. Having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.

Details >