Newsletter
SERVICE OF DOCUMENTS WHEN CHAIRMANSHIP IS VA-CANT
The Company Act provides that when the com-petent authority is unable to serve an official document on a company as required by law, the document should instead be served on the re-sponsible person of the company who represents the company; if the document still cannot be served, it may be publicly announced instead. The Company Act also provides that the func-tions of a chairperson of the board of a company limited by shares are, internally, to chair share-holders' meetings, board meetings, and meetings of the managing directors, and externally, to represent the company. Thus in the case of a company limited by shares, the responsible person who represents the company is the chairperson. In an interpretation dated 23 No-vember 2004, the MOEA stated that if the posi-tion of chairperson is vacant, and as a result an official document cannot be served on the com-pany, the document may be publicly announced instead.
In a previous interpretation dated 27 August 1990, the Judicial Yuan stated that a company's vice chairperson is the deputy for the chairperson when the latter is unable to exercise his powers of office, and therefore if the chairperson has died and a successor has not yet been appointed, the vice chairperson may temporarily perform the duties of the chairperson. It is worth noting that the above MOEA interpretation of 23 No-vember 2004 cites the spirit of the previous Ju-dicial Yuan interpretation, and states that under the provisions of the Company Act, the respon-sible persons of a company limited by shares are its directors; therefore, when the position of chairperson is vacant, another director may temporarily perform the chairperson's duties. From the thrust of this interpretation, it would appear that when the chairmanship is vacant, so that an official document cannot be served on the chairperson, in addition to public announcement, the document can also be served on a director temporarily acting as chairperson. However, the wording of the interpretation is not entirely clear on this point.
The Company Act makes no explicit provision as to how the competent authority should proceed if it is unable to serve an administrative decision on the responsible person of a company. According to an MOEA interpretation dated 15 November 2004, the situation should be handled according to the provisions of the Administrative Proce-dures Act regarding service by public notice.