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The individual designated as a proxy by a juristic person to exercise duties is not yet listed among matters that have to be filed for registration

Alina Tang


According to Paragraph 1, Article 27 of Taiwan’s Company Act, where a government agency or a juristic person (corporation) acts as a shareholder of a company, it may be elected as a director or supervisor of the company provided that it shall designate a natural person (individual) as its proxy to exercise, in its behalf, the duties of a shareholder. Therefore, the Company Act does not limit the representative of a company to a natural person; a juristic person may also be listed as the representative of a company provided that it shall designate a natural person as its proxy to exercise, in its behalf, duties of the responsible person. What remains in controversy in practice is whether the registered representative of a juristic person and the natural person designated by the juristic person to exercise its duties in its company shall be the same person. And shall the juristic person file a profile of the natural person it designates as its proxy to exercise duties for registration?

 

In 2016-Min-Zhuan-Shang-Zi-No.2 litigation processed by the Taiwan Intellectual Property Court (hereinafter the “IP Court”), the registered representative of the appellee is Solartech Energy Corp. (hereinafter “Solartech”). The appellant claimed since registered information of Solartech shows that the authorized representative of Solartech is natural person A, the natural person designated by Solartech to exercise relevant duties in the appellant company shall be the said natural person A. The appellant further claimed that the appellee should provide a power of attorney signed and stamped by natural person A.

 

However, the IP Court held in its judgment that when a juristic person acts as a shareholder of a company, the relationship between the juristic person and the authorized representative it designates to exercise the duties of a shareholder or it designates as a proxy to exercise duties on behalf of a corporate director/supervisor is, in nature, a contract of mandate as defined in the Taiwan Civil Code. This means it would be sufficient to have the juristic person or its authorized representative provide documents that could sufficiently prove the contract of mandate. The IP Court, therefore, concluded the designation of natural person B by Solartech as its authorized representative could be sufficiently proved when the appellee provided a letter of appointment issued by Solartech director and supervisor and claimed the authorized representative designated by Solartech to exercise duties in the appellant company was natural person B. As for the issue that the registered representative of Solartech is not the same as the natural person designated to exercise duties in the appellant company, the IP Court affirmed 2000-Jing-Shang-Zi-No. 89215323 interpretation rendered by Taiwan Ministry of Economic Affairs and explained that the designation of a natural person by a juristic person has not been listed among matters that has to be filed for registration and thereby its registration is not required. The appellee company only needs to file information of the corporate shareholder, i.e. Solartech, for registration and does not need to file a profile of the representative designated by Solartech for registration. The identity of the registered legal representative of Solartech and the identity of the natural person designated by Solartech to exercise duties are two separate matters.
 


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