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On 7 December 2001, the MOEA announced the following matters to prevent persons from being appointed as directors of limited companies without their knowledge or consent:
A letter of consent by the shareholders of a limited company must be signed in person by the shareholders, and the company seal affixed. Where a shareholder is a juristic person, the letter of consent must be signed in person on behalf of the juristic person by its representa-tive, i.e., either the responsible person of the juristic person, or its appointed representative (in the latter case, a letter of appointment should also be submitted).
The number of a limited company's directors must be stated in its articles of incorporation, but the names of the directors and chairman are not among the items that must be stated. Therefore if the articles of incorporation of a limited company do name the directors or chairman, the company registration authority may provisionally approve registration, but must notify the company to amend the articles of incorporation at the next opportunity.
When a limited company applies for registra-tion upon its establishment, or for change of registration upon the election of a director or chairman, regardless of whether the articles of incorporation name the directors or chairman, the application should in all cases be accom-panied by a letter of shareholders' consent to the appointment, signed in person by at least two-thirds of shareholders. If an appointed director or chairman has not personally signed the shareholders' consent letter, he must sub-mit a separate, personally signed letter of his consent to the appointment, in which he ex-presses his willingness to hold office.
