Newsletter
SHAREHOLDER MOTIONS CLARIFIED
According to an interpretation issued by the Ministry of Economic Affairs (MOEA), a mo-tion proposed by a shareholder in advance of a shareholders' meeting is effective only on receipt by the company. Therefore it is the responsibil-ity of a shareholder wishing to propose a motion to deliver it to the address announced by the company, within the time period designated by the company. The Act limits the content of such a motion to 300 Chinese characters in length; this refers to the text of the motion itself, plus related explanations, and includes punctuation marks.
The power to review whether a motion proposed by a shareholder complies with the relevant re-quirements lies exclusively with the board of directors. The right granted to shareholders un-der the Act to propose motions in this way does not affect their existing right to propose ad hoc motions from the floor during a meeting.
A shareholder's right to propose a motion in ad-vance may be exercised only when the company convenes an annual shareholders' meeting. The Company Act's provisions on shareholders' meetings—including a shareholder's right to propose a motion—do not apply to sin-gle-shareholder companies. Therefore the need to announce arrangements for the submission of shareholder motions does not arise for a sin-gle-shareholder company.