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【Business Law】Detailing Alteration in Articles of Incorporation: A Requirement for Shareholders' Mee..

2023-07-05 Attorney An-Kuo Lai


Respecting and protecting shareholders' rights is a core element of corporate governance. In addition to requiring a high threshold for major decisions at the shareholders' meeting, one of the ways to safeguard shareholders' rights is to require the company to explain the content of important proposals in the notice of the shareholders' meeting.

Sometimes, when a company intends to change its Articles of Incorporation, the notice of the shareholders' meeting may only state "Cause of meeting: Amendment to the Articles," without detailing the changes or amendments. Such a brief notice makes it difficult for shareholders to carefully consider and evaluate the changes before the meeting.

Article 172, Paragraph 4 of Taiwan's Company Act stipulates that "The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice to be given to shareholders." Moreover, Article 172, Paragraph 5 of the Company Act further stipulates that “matters pertaining to the election or discharge of directors and supervisors, alteration of the Articles of
Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions."

These provisions emphasize that shareholders shall have the right to know and understand the specific content of significant changes beforehand, allowing them to make assessments.
In cases where a company only includes "Cause of meeting: Amendment to the Articles of Incorporation" in the notice of the shareholders' meeting without explaining the changes or amendments, such as changing the total capital from NTD 50 million to NTD 100 million, courts in Taiwan have ruled such proceedings are in violation of the laws and regulations. Consequently, a shareholder may, within 30 days from the date of adoption of the resolution, enter a petition in the court for annulment of such resolution.
As a company operator, when you plan to amend the Articles of Incorporation, it's essential to detail the  alterations in the notice of the shareholders' meeting. Failure to do so could result in the annulment of the shareholders' meeting resolution by the court.