Newsletter
BOARD MEETINGS MUST BE HELD IN TAIWAN
In an interpretation dated 2 July 1985, the Min-istry of Economic Affairs (MOEA) stated that although the Company Act makes no explicit provision as to where board meetings of a com-pany should be held, it is clear from Article 205, Paragraph 5 of the act that board meetings should be held within the ROC territory. Article 205, Paragraph 5 provides that a director who resides overseas and is unable to frequently return to the ROC to attend board meetings may designate in writing a shareholder residing in the ROC to regularly represent him at board meetings. The MOEA expressed the same view again on 22 June 1998.
In this age of highly developed international travel and trade, board meetings really need not be limited to be held only in Taiwan, particularly as many large Taiwan enterprises have branches, subsidiaries or other collaborative partners overseas, or have appointed foreign nationals as independent directors. If board meetings could be held overseas, this would give the company greater flexibility in business management. Therefore the above MOEA interpretation has been questioned.
However, upon formal requests to the MOEA for it to reconsider its position on this issue, in July 2003 the MOEA issued another interpretation to reinforce its existing view, stating that based on Article 205 of the Company Act, and the legis-lative purpose of the provisions allowing board meetings to be held by videoconferencing, board meetings should still be held within the ROC territory.