Who Approves the Accounts When a Taiwan Company Has One Shareholder

Three years.

For a company limited by shares, that is the maximum term for directors and supervisors; re-election is allowed (Article 195, paragraph 1, and Article 217, paragraph 1). Annual accounts need approval throughout their service (Article 20).

One corporate shareholder

Every year-end, companies must submit the business report, financial statements, and surplus-distribution or loss-appropriation proposal for shareholder consent or annual-meeting approval. Company Act Article 20, paragraph 1.

Each responsible person violating paragraph 1 or 2 faces a fine of NT$10,000 to NT$50,000 (Article 20, paragraph 5).

Directors of limited companies and companies limited by shares are responsible persons; managers also qualify when performing their duties. Article 8, paragraphs 1 and 2.

Companies meeting the capital or size thresholds need a CPA audit before approval, subject to separate securities-authority rules for publicly issuing companies (Article 20, paragraph 2). Thresholds appear in CPA audits and tax certification.

A company limited by shares (股份有限公司) organized by one government or corporate shareholder uses its board to exercise shareholders' meeting powers; the Act's meeting rules do not apply. For a company that has not publicly issued shares, its charter may allow one or two directors and may omit supervisors. A sole director acts as chairman and exercises board powers without board rules applying. With two directors, board rules apply by analogy. Omitting supervisors also excludes the supervisor rules. The sole shareholder appoints directors and supervisors (Article 128-1).

With two directors, this share company approves annual accounts by board resolution and records the date in its minutes (Article 128-1, Article 207, Article 183, paragraph 4). Annual approval remains mandatory under Article 20. The MOEA’s December 5, 2014 interpretation (經商字第10302145450號) requires a company with a board to hold the meeting approving the statements within six months after fiscal year-end. Article 128-1, paragraph 2, applies board rules by analogy to a two-director company. An extension under Article 170, paragraph 2, requires good cause and the authority's approval.

A charter-based sole director has no board-meeting procedure under Article 128-1, paragraph 2. Annual statements must still be submitted for acknowledgment within six months after year-end under Business Entity Accounting Act Article 68, paragraph 1.

Limited companies send the papers out

Limited companies (有限公司) have one to three directors. Under the ordinary Article 108(1) procedure, they are chosen from shareholders with legal capacity by at least two-thirds of shareholder voting rights. If several directors serve and the charter provides for a chairman, a majority elects that chairman to represent the company. Article 108, paragraph 1.

Sole corporate ownership allows a separate appointment route. Under MOEA interpretation 經商字第10502411030號 of April 25, 2016, the corporate shareholder may directly appoint natural persons as directors under the charter. This applies the appointment rule now in Article 128-1, paragraph 4, by analogy; these appointments do not follow Article 108(1)'s ordinary election procedure.

Limited companies have no shareholders’ meeting requirement under the Company Act (MOEA interpretation). Directors send year-end statements to every shareholder. Approval takes a majority of the voting rights. Under Article 110, paragraph 2, the director must send the papers within six months after year-end; a shareholder who has not objected more than one month after dispatch is deemed to approve.

Several shareholders

With several shareholders, a share company normally has at least three directors, elected by shareholders from persons with legal capacity. For a company that has not publicly issued shares, the charter may instead provide for one or two, with the same effect as Article 128-1, paragraph 2. Article 192, paragraphs 1 and 2. The chairman represents the company. Article 208, paragraph 3. Where supervisors are used, shareholders elect them, and at least one must be domiciled in Taiwan. Article 216, paragraph 1.

Companies that have issued shares under the Securities and Exchange Act must have at least five directors (Article 26-3, paragraph 1). Article 14-4 provides for supervisors or an audit committee; companies meeting the authority's conditions must use an audit committee. A publicly issuing company retaining supervisors needs at least two (Article 216, paragraph 2).

Unless the Act provides otherwise, the board calls the meeting (Article 171).

An annual meeting comes at least once a year, within six months after the fiscal year ends, later only for good cause with the authority's approval (Article 170, paragraphs 1 and 2).

If the director representing the company misses that deadline, the fine is NT$10,000 to NT$50,000 (Article 170, paragraph 3).

Notice goes out 20 days ahead, or 30 days for a publicly issuing company. Article 172, paragraphs 1 and 3. The notice states why the meeting was called, and consent lets the company send it electronically (Article 172, paragraph 4).

The notice must list director and supervisor elections or removals, charter amendments, capital reductions, applications to cease public issuance, permission for directors to compete, capitalization of surplus or reserves, dissolution, mergers, divisions, and the matters in Article 185, paragraph 1. It must explain their main content. The explanation may appear on a website designated by the securities authority or company, provided the notice gives its URL. These matters cannot be raised by an extempore motion (Article 172, paragraph 5).

Breaching paragraph 1, 2, 3, or 5 costs the representing director NT$10,000 to NT$50,000. For a publicly issuing company, the securities authority fines that director NT$240,000 to NT$2,400,000 (Article 172, paragraph 6).

Unless the Act provides otherwise, an ordinary resolution needs a majority of the issued shares represented and a majority of the voting rights of those present. Article 174.

For a company with supervisors, the board must send those year-end documents to them for examination at least 30 days before the annual meeting. Article 228. Companies with an audit committee follow the corresponding rules under Securities and Exchange Act Article 14-4, paragraph 3. After approval, the financial statements and the surplus-distribution or loss-appropriation resolution go out to the shareholders. A publicly issuing company may announce them instead. Skipping distribution costs the representing director NT$10,000 to NT$50,000 (Article 230, paragraphs 1, 2, and 4).

Approval of the statements by shareholders' meeting resolution is deemed a release by the company of directors' and supervisors' liability, except for unlawful acts. Article 231. Limited companies receive Article 231 through Article 110, paragraph 3. For the sole-corporate-shareholder structure, Article 128-1 assigns approval to the board; Article 231 expressly refers to a shareholders' meeting resolution.

Before distributing surplus after paying all taxes, a company limited by shares sets aside 10 percent as legal reserve, unless that reserve has reached paid-in capital (Article 237, paragraph 1). Failure to allocate the required reserve exposes each responsible person to NT$20,000–100,000 in fines (paragraph 3). A limited company distributing surplus after covering losses and paying all taxes sets aside 10 percent, unless the legal reserve has reached total capital (Article 112, paragraph 1). Failure to allocate the required reserve carries the same fine for each responsible person (paragraph 4).

Ordinary distributions of earnings require losses to be covered and the required legal reserve to be set aside. Without earnings, those dividends cannot be distributed. Article 232, paragraphs 1 and 2. Limited companies receive Article 232 through Article 110, paragraph 3.

For a company limited by shares, Article 234 separately permits pre-operation dividends if the nature of its business requires at least two years of preparation after incorporation, the authority approves, and the charter provides for them. Paragraph 2's accounting and subsequent offsetting requirements also apply. Article 110(3) does not extend this exception to limited companies.

Reconcile the accounts, the distribution decision, and the tax filings. Filing dates appear in the tax calendar.

When the term ends

If their term ends before re-election, directors of a company limited by shares keep acting until their replacements take office. The authority may, on its own motion, fix a deadline and order the election. If it is still unheld when that deadline ends, they are discharged automatically (Article 195, paragraph 2). Supervisors share the three-year ceiling, the extension, and that discharge (Article 217, paragraphs 1 and 2).

For limited-company directors, the cross-references in Article 108, paragraph 4, exclude Article 195.

Twenty days for minutes, fifteen for registration

Minutes require the chair's signature or seal and distribution to shareholders within 20 days after the meeting. A publicly issuing company may announce them instead (Article 183, paragraphs 1 and 3). They must record the meeting date, place, chair's name, decision method, proceedings and results, and remain permanently on file throughout the company's existence (paragraph 4). The attendance book and proxies are kept at least one year, or until Article 189 litigation ends (paragraph 5). Breaching paragraph 1, 4, or 5 costs the representing director NT$10,000 to NT$50,000 (paragraph 6).

Article 207 applies Article 183 to board minutes.

Company records—the charter, past shareholders' meeting minutes and financial statements—must stay at the company unless the securities authority provides otherwise. The shareholder register and the company-bond register stay at the company or with a transfer agent (Article 210, paragraph 1). If the director representing the company fails to keep them, the fine is NT$10,000 to NT$50,000. For a publicly issuing company, the securities authority fines that director NT$240,000 to NT$2,400,000 (paragraph 3). The authority or the securities authority sets a correction deadline and, if missed, another, and fines each time until corrected (paragraph 5).

Apply for change registration within 15 days after a registered matter changes, unless the authority responsible for that business has approved a specific registration date. Article 4 of the Regulations Governing Company Registration. Article 5 lists the annexes. For share companies, Annex 4 lists re-election, by-election, and removal of directors and supervisors, re-election of the chairman, vice chairman, and managing directors, and a corporate shareholder replacing the representative who serves as a director or supervisor. Annex 4. Limited-company changes include director and chairman re-election or removal. Annex 3.

Filing late exposes the responsible person representing the company to a fine of NT$10,000 to NT$50,000 (Company Act Article 387, paragraph 4). If the company does not file the registration application within that period, the authority sets a deadline to correct and imposes that same fine. Missing the correction deadline brings a further deadline and NT$20,000 to NT$100,000 each time, until the application is made (paragraph 5).

After re-election, the director whose votes represent the most election voting rights must call the first board meeting within 15 days. If that election came before the old term ended, and a resolution discharges those directors when the term ends, the first board meeting is called within 15 days after the term (Article 203, paragraph 1). If that director misses the window, a majority of those elected may call it (paragraph 4). For a company that has not publicly issued shares, the charter-based sole-director exception excludes board rules (Article 128-1 and Article 192, paragraph 2).

Local professionals should check meeting requirements in Korea, Japan, or the relevant US state.

Hovering International Law Firm, wei@hoveringlaw.com.tw.

A non-publicly issuing company limited by shares with one corporate shareholder and two directors must approve its annual accounts by board resolution within six months after fiscal year-end (MOEA interpretation 經商字第10302145450號), unless the authority approves an extension for good cause under Article 170, paragraph 2. The minutes must record the resolution and its date (Article 20, Article 128-1, Article 207, Article 183).

Sources

• MOEA interpretation of December 5, 2014, 經商字第10302145450號: six-month deadline for sole-corporate-shareholder board approval.
• MOEA interpretation of April 25, 2016, 經商字第10502411030號: direct appointment of directors in a solely corporate-owned limited company.
• Business Entity Accounting Act (商業會計法), Article 68, paragraph 1.
• Securities and Exchange Act (證券交易法), Article 26-3, paragraph 1, and Article 14-4, paragraphs 1 and 3.
• MOEA interpretation of November 9, 1993, 商227281: no statutory shareholders’ meeting requirement for limited companies.
• Taiwan Company Act (公司法; the amendment date printed on the official page is December 26, 2025, which is not a claim that every article changed that day) Article 8, Article 20, Article 108, Article 110, Article 112, Article 128-1, Article 170, Article 171, Article 172, Article 174, Article 183, Article 185, Article 189, Article 192, Article 195, Article 203, Article 207, Article 208, Article 210, Article 216, Article 217, Article 228, Article 230, Article 231, Article 232, Article 234, Article 237, Article 387. Full text: Company Act.
• Regulations Governing Company Registration (公司登記辦法; amendment date printed on the official page: April 23, 2021) Article 4, Article 5. Registered matters are the annexes: companies limited by shares in Annex 4, limited companies in Annex 3.

Checked: October 13, 2026 Rechecked: October 14, 2026.