When speaking about the proper authority to convene a meeting of shareholders of a company limited by shares in Taiwan (a “Company”), the first thing that comes into the mind of most people is likely the board of directors of a Company (a “Board”).  Under the Company Act in Taiwan (the “Company Act”),[1] a Board has the authority to convene a meeting of shareholders of a Company (a “Shareholders’ Meeting”).[2]  However, a Board is not the only one having the authority to convene a Shareholders’ Meeting.  Upon meeting certain requirements set forth in the Company Act or the Securities and Exchange Act in Taiwan (the “Securities and Exchange Act”),[3] a Shareholders’ Meeting may be convened by those other than a Board, which could be supervisors,[4] independent directors,[5] reorganizers,[6] liquidators,[7] or shareholders[8] of a Company.
 
According to the Company Act, a Shareholders’ Meeting is generally convened by a Board unless the Company Act provided otherwise.[9]  In addition to a Board, a supervisor of a Company (a “Supervisor”) may call a Shareholders’ Meeting in any of the following circumstances: (1) when the Board does not or is unable to convene a Shareholders’ Meeting; or (2) when a Supervisor calls a Shareholders’ Meeting for the benefit of the Company and deems it necessary to do so.[10]   Moreover, a Supervisor should convene a Shareholders’ Meeting when a court considers it necessary (based on a report made by an inspector) and orders the Supervisor to convene a Shareholders’ Meeting.[11] 
 
In the case where a Company has issued stocks in accordance with the Securities and Exchange Act, the provision of the Company Act setting forth the aforesaid right of a Supervisor to call a Shareholders’ Meeting should apply mutatis mutandis to independent directors who are members of the audit committee of the Company (“Independent Directors”).[12]  In other words, Independent Directors may call a Shareholders’ Meeting (1) when the Board does not or is unable to convene a Shareholders’ Meeting; or (2) when Independent Directors call a Shareholders’ Meeting for the benefit of the Company and deem it necessary to do so.[13]
 
Under Article 310, Paragraph 1, of the Company Act, a reorganizer of a Company (a “Reorganizer”) should, “upon [the] completion of [a] reorganization plan,” “apply to the court for a court ruling of recognition of the completion of the reorganization.”[14]  After the aforesaid court ruling became final, a Reorganizer should convene a Shareholders’ Meeting for the election of directors of the Company (“Director(s)”) and Supervisors.[15]
 
When carrying out liquidation activities in the liquidation proceedings, a liquidator of a Company (a “Liquidator”) has the same rights and obligations as a Director, unless the Company Act provided otherwise.[16]  Accordingly, a Shareholders’ Meeting may be convened by a Liquidator to carry out liquidation activities during the liquidation proceedings.[17]
 
Under Article 173 of the Company Act, a shareholder (or shareholders) of a Company meeting the following requirements may request a Board to call a special meeting of shareholders: (1) the requesting shareholder has (or the requesting shareholders have) “continuously held [three percent (3%)] or more of the total number of outstanding shares” of the Company “for a period of one year or a longer [period];” and (2) requesting “by filing a written proposal setting forth therein the subjects for discussion and the reasons.”[18]  In the event that the Board “fails to give a notice for convening a special meeting of shareholders within [fifteen (15)] days” following the filing of the aforesaid request, the requesting shareholder (or the requesting shareholders) “may, after obtaining [] approval from the competent authority, convene a special meeting of shareholders on his [(or their)] own.”[19]  When a Board fails to or is unable to convene a Shareholders’ Meeting due to share transfers of Directors or any other causes, a shareholder (or shareholders) “holding three percent (3%) or more of the total number of outstanding shares” of a Company “may, after obtaining [] approval from the competent authority, convene” a Shareholders’ Meeting on his (or their) own.[20] 
 
The amendment to the Company Act in 2018 provides a shareholder (or shareholders) of a Company with an alternative way to convene a Shareholders’ Meeting on his (or their) own.  Under Article 173-1 of the Company Act, a shareholder (or shareholders) of a Company may convene a special meeting of shareholders on his (or their) own if the shareholder has (or the shareholders have) “continuously held [fifty percent (50%)] or more of the total number of outstanding shares” of the Company “for a period of three months or a longer [period].”[21]  According to the legislature, a shareholder (or shareholders) holding half or more of the total number of outstanding shares of a Company has (or have) possessed significant influence over the operation and Shareholders’ Meetings of the said Company.[22]  In the view of the legislature, a shareholder who has (or shareholders who have) held the aforesaid shares for a certain period of time should be given a right to convene a Shareholders’ Meeting on his (or their) own, without doing either of the followings in advance: (1) requesting the Board to convene a Shareholders’ Meeting; or (2) obtaining approval from the competent authority.[23]
 
To sum up, a Shareholders’ Meeting is generally convened by a Board.[24]  However, a Shareholders’ Meeting may be convened by any of the followings under certain circumstances:
(1)  A Supervisor may call a Shareholder’s Meeting in any of the following circumstances: (i) when the Board does not or is unable to convene a Shareholders’ Meeting; or (ii) when the Supervisor calls a Shareholder’s Meeting for the benefit of the Company and deems it necessary to do so.[25]  Furthermore, a Supervisor should convene a Shareholders’ Meeting upon an order by a court.[26]
(2)  Independent Directors may call a Shareholders’ Meeting in any of the following circumstances if the said Company has issued stocks in accordance with the Securities and Exchange Act: (i) when the Board does not or is unable to convene a Shareholders’ Meeting; or (ii) when Independent Directors calls a Shareholders’ Meeting for the benefit of the Company and deems it necessary to do so.[27]
(3)  A Reorganizer should, after a court ruling recognizing the completion of a reorganization became final, convene a Shareholders’ Meeting for the election of Directors and Supervisors.[28]
(4)  A Liquidator may convene a Shareholders’ Meeting to carry out liquidation activities during the liquidation proceedings.[29]
(5)  A shareholder (or shareholders) of a Company may convene a Shareholders’ Meeting on his (or their) own in any of the following scenarios:
(i)   the shareholder has (or the shareholders have):
A.   continuously held three percent (3%) or more of the total number of outstanding shares of the Company for a period of one year or a longer period;
B.   filed a written proposal setting forth therein the subjects for discussion and the reasons to request the Board to call a special meeting of shareholders,[30] but the Board failed to give a notice for convening a special meeting of shareholders within fifteen (15) days following the filing of the aforesaid request; and
C.   obtained approval from the competent authority before the shareholder convenes (or shareholders convene) a Shareholders’ Meeting.[31]
(ii)  the Board fails to or is unable to convene a Shareholders’ Meeting due to share transfers of Directors or any other causes, whereas a shareholder has (or shareholders have):
A.   held three percent (3%) or more of the total number of outstanding shares of the Company; and
B.   obtained approval from the competent authority before the shareholder convenes (or shareholders convene) a Shareholders’ Meeting.[32]
(iii)  the shareholder has (or shareholders have) continuously held fifty percent (50%) or more of the total number of outstanding shares of a Company for a period of three months or a longer period.[33]
 
 

This article, including the information contained herein, has been prepared only for educational and general information purposes to contribute to the understanding of the subject matters addressed herein.  This article does not and is not intended to constitute, offer, or convey individual legal advice, legal opinion, or any other professional advice on any subject matters covered herein.  Please obtain specific legal advice before acting on any matters discussed herein.  While the author makes every attempt to ensure that the information enclosed herein is accurate, the author disclaims any liability for any omissions or errors that may be contained in this article.