Due to the surge of COVID-19 infections in Taiwan, the Central Epidemic Command Center currently raised the COVID-19 alert to Level 3, gathering of over 5 people in indoor and over 10 people at outdoor is banned. The Financial Supervisory Commission promulgated that starting from May 24, 2021 to June 30, 2021, all public companies (including listed, OTC, emerging and foreign company listed in Taiwan), shall suspend the holding of AGMs. The key measures are summarized as follows.
- Suspension Period: From May 24, 2021 to June 30, 2021, during which public companies shall not convene their annual general meetings (AGMs).
- Statutory requirements that companies listed on the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEx) must convene their AGMs by the end of June and the penalties for failure to meet such requirement are exempted.
- New date and venue of the AGM to be held in July or August are subject to the approval of the public company’s board of directors: The postponed AGMs of public companies shall be held on a date between July 1, 2021 and August 31, 2021, and the new date and venue of the AGM are subject to the approval of the public company’s board of directors.
- Method for Issuing New AGM Announcement and Notice: Public companies shall, based on the shareholder roster in effect immediately before the book closure period of the original AGM, notify their shareholders of the re-scheduled AGM fifteen (15) days in advance of the new AGM via postcards or letters, and make the information public on the Market Observation Post System.
In general, if the shareholders meeting of a non-listed company has an indoor meeting of 5 or more people and an outdoor meeting of 10 or more people, the AGM may not be convened according to law. Apart from reporting and seeking the approval from the authority to postpone the AGM in accordance with the Company Act, if the company cannot convene or report postponement of AGM, it can still postpone the convene of AGM without any penalties.