Under Article 177, Paragraph 3 of the Company Act, shareholders may appoint proxies in writing to attend a shareholders’ meeting and exercise their voting rights. These proxy forms must be delivered to the company no later than five days before the meeting date. In practice, however, how exactly to compute this five-day period has long been debated—particularly when the deadline falls on a weekend or public holiday. This raises questions such as whether the proxy must be submitted earlier and whether the company may validly refuse to accept a late proxy form.
To clarify this matter, the Department of Commerce of the Ministry of Economic Affairs issued a letter (Ref. No. 11401403090 dated April 16, 2025), clarifying that the five-day period should be calculated according to the Civil Code provisions on time periods. Specifically, the day of the shareholders’ meeting is excluded from the calculation. The day before the meeting serves as the starting point, and the deadline is the beginning of the fifth day preceding that date—that is, midnight (00:00) marking the start of the fifth day prior to the meeting. Therefore, shareholders must ensure that the proxy form reaches the company before the end of that day.
For example, if the meeting is scheduled for June 30, the proxy must be delivered to the company by 11:59 p.m. on June 24. Any proxy received on June 25 would already fall outside the statutory time frame and be considered late.
In a separate letter issued by the Ministry (Ref. No. 11200502300, dated January 9, 2023), it is emphasized that because the Company Act serves as a special law supplementing the Civil Code, issues not expressly addressed within the Company Act should be governed by the Civil Code. Additionally, an earlier interpretation from the Ministry (Ref. No. 214389, dated June 22, 1993) affirms that if a proxy is submitted on the day of the meeting, the company may refuse its acceptance.
However, this position has been qualified by a Supreme Court civil ruling (2020 Tai Shang No. 1706), which held that Article 177, Paragraph 3 is neither mandatory nor merely directive in nature. Rather, it is a discretionary provision designed to facilitate corporate administrative efficiency. Accordingly, companies retain the discretion to accept proxy forms even if submitted after the statutory deadline.
In conclusion, pursuant to Article 177, Paragraph 3 of the Company Act and Articles 120(2), 121(1), and 122 of the Civil Code, the meeting date itself is excluded from the count. The deadline for submission is calculated by counting back five days from the day before the meeting, ending at midnight at the start of the fifth day. If this fifth day falls on a holiday or other non-working day, an additional day should be subtracted to ensure the company has at least five full working days to process proxy forms. If a proxy is delivered after this deadline, the company may choose whether or not to accept it, based on its internal policy.
To reduce ambiguity and disputes, the Ministry of Economic Affairs recommends that non-public companies specify the latest acceptable date for proxy submission in their meeting notices. This precaution is particularly useful where deadlines fall on holidays. For public companies, the “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” should be followed. Where the Financial Supervisory Commission has issued separate guidance, such rules shall prevail.
