In July 2021, we first wrote about the validity of electronic signatures in the context of cross-border transaction agreements and other closing documents in an article located here. As was noted in that article, Taiwan’s Electronic Signature’s Act (the “ESA”) essentially establishes a default rule that electronic signatures are permissible in Taiwan.
This default rule, however, is superseded if laws, regulations, or government agencies require otherwise. The Ministry of Labor, for example, identified four types of employment agreements for which they require wet ink signatures. Colleagues in our employment practice described those types of employment agreements in their related article published in August 2021. More recently, the Financial Supervisory Commission (the “FSC”) announced a list of documents which are similarly explicitly carved out of the ESA and in respect of which wet ink signatures must be used.
Based on requirements found in the (i) Regulations Governing the Administration of Shareholder Services of Public Companies, (ii) Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and (iii) Regulations Governing Book-Entry Operations for Centrally Deposited Securities, the following documents related to transactions or other matters involving securities of publicly listed companies may NOT be signed electronically:
- Written documents provided by a public company shareholder to the company in connection with the performance of shareholder services or the exercise of related rights;
- Documents and forms utilized in conjunction with the performance of shareholder services;
- Shareholder signature cards;
- Documents used in connection with the change or loss of a shareholder’s registered seal;
- Documents related to private securities transfers between or among shareholders;
- Documents used by centralized securities depositories to transfer securities held in custody;
- Written notice of a change in the mailing or residential address recorded on a shareholder’s seal specimen card;
- Procedures for establishing stock pledge rights;
- Applications to re-issue lost share certificates;
- Documents related to solicitation of proxies for attendance at shareholders’ meetings;
- Documents related to requesting an agent without proxy powers to attend shareholders’ meetings;
- Documents used in connection with the deposit, withdrawal, or settling of securities;
- Documents required for the book-entry transfer of securities by a customer, other than on a centralized securities exchange or in the over-the-counter market; and
- Documents used in connection with procedures required to set up book-entry transfers.
If you have any questions or require additional information on electronically executing your transaction in Taiwan, please contact Greg Buxton at firstname.lastname@example.org.
Written February 15, 2022 By Gregory A. Buxton, Megan Chiu.