Re-election of Directors and Supervisors in a Taiwanese Corporation

According to the regulations of Company Law in Taiwan, the term of office for director and supervisor of a Taiwanese corporation is maximum of three years, and elections must be held at the end of each term. However, if the directors and supervisors elected in each election are the same as the previous one, they may be re-elected consecutively.

When the term of office for director and supervisor expires but there is no time for re-election, the term of office may be extended until the director is re-elected and takes office. The definition of failure to re-elect is based on whether the company has elected new directors upon the expiration of the term of the directors and supervisors. As for the reasons, the Taiwan Economic Department will not conduct further inspections. However, the Taiwan Economic Department has the authority to order the company to conduct elections within a specified deadline.

If there is a change in the company’s director or supervisor during their term, necessitating a by election, the term of the newly elected director should be in accordance with the remainder of the original director’s term. For example, if the term of the director and supervisor is from January 1, 2024, to March 31,2027, and one of the director resign on March 1, 2025, and a new director is elected on March 15, 2025, the term of this new elected director would be from March 15, 2025, to March 31, 2027.

The election of director and supervisor must be resolved by the shareholders’ meeting, requiring the attendance of shareholders representing more than half of the total number of issued shares, and the approval of more than half of the voting rights of the attending shareholders. After the election of director and supervisor, a board meeting must be convened to elect the chairman. This requires the attendance of more than two-thirds of the director’s ad the consent of more than half of the attending directors.

Kaizen remains that to avoid penalties, the election of director and supervisor must be reported to the Taiwan Economic Department within 15 days after the re-election. Kaizen can provide services related to relevant laws and the preparation of meeting minutes. If you need our services, please contact our professional consultants.