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【Business Law】Language Guidelines for Meeting Conduct and Document Production in Taiwan's Foreign In..

2023-07-26 Attorney An-Kuo Lai


When foreign investment enterprises establish companies in Taiwan, they frequently need to provide various documents to the relevant authorities to facilitate changes in the company's registered details. These documents often include minutes from shareholders' meetings and board meetings. The language used for conducting these meetings and for documenting the minutes has been subject to evolving opinions from Taiwanese authorities.

Initially, the authorities posited:

1. The language used at shareholders' meetings is not restricted to Mandarin. Communication can occur in any foreign language or dialect. However, to aid future reference, the minutes should be recorded in Chinese. Considering that a shareholders' meeting is an essential statutory institution within a limited liability company, its purpose is to enable shareholders to participate in decision-making and vote. To facilitate effective communication among shareholders, no restrictions are imposed on the language used. Communication in a foreign language or dialect is acceptable if it is more suitable. However, to facilitate future reference and use, the minutes should be recorded in Chinese and verified by the speaking shareholders (Ministry of Economic Affairs (MOEA), Letter No. 10302021200, April 2, 2013).
2. Directors' speeches at a domestic company's board meetings are not confined to Chinese, but the minutes should also be in Chinese to enable easy future reference. The composition of the company, whether it comprises solely foreign shareholders or not, is irrelevant (MOEA, Letter No. 10302072010, August 4, 2013).

However, in 2021, the authorities revised their stance, stating: The language used at shareholders' meetings need not be restricted to Mandarin. Communication in a foreign language or dialect is permissible as long as it does not obstruct mutual understanding and communication among shareholders. Similarly, a director's speech at a domestic company's board meeting is not restricted to Mandarin. Consequently, the minutes of the shareholders' meeting or board meeting need not necessarily be recorded in Chinese. If the minutes are prepared in a foreign language, the authorities can still request a Chinese translation if deemed necessary (MOEA, Letter No. 11002418620, July 12, 2021).
Under the current guidelines, foreign investment enterprises are permitted to conduct shareholders' meetings and board meetings in foreign languages and may also prepare meeting records in foreign languages. However, when such an enterprise applies for changes to the company's registration details, the authorities may require a Chinese translation if they deem it necessary.