Directors Abroad and a Taiwan Subsidiary's Board: Video, Proxy or a Written Vote

When the Taiwan subsidiary holds its board meeting by video conference, a director abroad who joins by video counts as attending in person under Article 205, paragraph 2, of Taiwan's Company Act (公司法). A director may instead appoint another director as proxy if the articles of incorporation permit it. For a company that has not publicly issued shares, voting in writing on that meeting's proposals without actually meeting requires both a provision in the articles and every director's consent (Article 205, paragraphs 1, 5 and 7).

Consider a Taiwan company limited by shares (股份有限公司) in a US-based group, with three directors (an invented example). The general manager is in Taipei; the other two work at the head office in San Jose and the regional office in Singapore. The company has not publicly issued its shares. Neither director abroad can travel for next month's board meeting.

The starting rule: attend in person

When the board meets, directors must attend in person under Article 205, paragraph 1. That paragraph allows another director to act as proxy only if the articles of incorporation provide for it. The statute treats qualifying video participants and written voters as present in person under paragraphs 2 and 6.

On screen counts as present

If the company holds next month's board meeting by video conference, the San Jose director can take part by video from California. Article 205, paragraph 2 deems a director who participates by video in that meeting to have attended in person. No flight is needed for that director.

A director joining by video does not need a video clause in the articles of incorporation. Article 205, paragraph 2 does not require one, although its proxy and written-vote provisions do require an articles clause. The director's country of residence is not a condition in paragraph 2 either.

To qualify under paragraph 2, the company must hold the board meeting by video conference and the director must participate in it by video. A message sent after the meeting does not satisfy that condition.

Sending another director as proxy

Check the company's articles of incorporation before asking anyone to act as proxy. Article 205, paragraph 1 allows the exception only if the articles provide for representation by another director. A staff member in Taipei or a manager at the San Jose head office cannot stand in unless that person is a director of this company.

Form matters too. Paragraph 3 requires the absent director to issue a written proxy (委託書) each time and to state in it the scope of authority for the matters the meeting is called for (召集事由). A single proxy covering a year of meetings does not fit the words "each time". The San Jose director would go through the matters for next month's meeting and sign a proxy for that meeting only. With two items, the proxy names both and says how far the authority goes on each.

Under Article 205, paragraph 4, a director may act as proxy for only one other director. If San Jose and Singapore both send proxies to the general manager in Taipei, the plan exceeds that limit. One director needs a different way to participate. A director taking part by video uses no proxy and does not count against the limit.

A written vote with no meeting

Directors can also vote in writing on the proposals of that particular board meeting without actually meeting, if the articles provide for this method and all directors consent (Article 205, paragraph 5). The statute then deems the board meeting convened and each director who voted in writing present in person (paragraph 6).

Even if the articles permit written voting, the Taipei general manager and both directors abroad must consent to using this method. One refusal prevents the company from using this route. Unanimous consent cannot replace a missing articles provision under paragraph 5. Paragraph 6 deems a meeting held only in the paragraph 5 situation; an exchange of views by email alone does not produce that result.

Paragraph 7 closes this route to a company that has publicly issued its shares (公開發行股票之公司). It excludes "the preceding two paragraphs", meaning paragraphs 5 and 6. Video participation (paragraph 2) and proxies (paragraphs 1 to 4) are outside that exclusion. The example company has not publicly issued shares, so it can use a written vote if its articles provide for it and every director consents.

Planning next month's meeting

For this board, Article 205 gives each route a different condition:

What should the two directors abroad look at first? The current articles of incorporation. They show whether there is a clause on proxies or written voting, and its wording. Next comes the list of directors and where each of them will be on the day. Deciding early who joins on screen, who signs a proxy, or whether to vote in writing instead leaves time to prepare the proxy or the consents. After the meeting, someone should read the minutes to see that they record the method actually used.

Board calling and voting thresholds are separate questions; for annual accounts and directors' terms, see Who Approves the Accounts When a Taiwan Company Has One Shareholder.

If the articles allow another director to act as proxy, the company could hold a video board meeting with the Singapore director on screen while the San Jose director issues a proxy to the general manager in Taipei, who is also a director. That proxy would cover this meeting and state the authority for each matter. One director joins by video; the other uses the proxy route under Article 205. If the articles allow neither proxies nor written votes, the two directors abroad can attend in person or join by video in a board meeting held by video conference under Article 205.

What a Taiwan lawyer can be retained for

A Taiwan lawyer can read the company's current articles of incorporation together with the board's composition and tell you which route under Article 205 is available for the next meeting. If a proxy is chosen, the lawyer can draft or review a proxy for that meeting that states the scope of authority for each matter, and check that no director ends up holding two proxies. If the board will vote in writing, the lawyer can prepare the record of every director's consent and of each written vote. After the meeting, the lawyer can check that the minutes accurately show who joined by video, who was represented and who voted in writing. Whether a resolution is valid depends on the complete meeting record and on the other rules for calling meetings and passing resolutions, so the lawyer will not judge it from one proxy form or a video log alone.

For a consultation with an English-speaking lawyer in Taipei, you can write to Hovering International Law Firm at wei@hoveringlaw.com.tw. The office is at 7F-2, No. 35, Sec. 1, Chengde Rd., Datong Dist., Taipei City 103, Taiwan. Please attach the current articles, the list of directors and the matters for the next board meeting.

Official sources

• Company Act (公司法), Art. 205, full text
• Official English translation of the Company Act, used for terms such as "public company" (the Chinese text governs)

Checked: October 16, 2026 (current text)