Taiwan – FSC Shareholding: Transfer of Trust Shares

Taiwan – FSC Shareholding: Transfer of Trust Shares

On 23 September 2023, TAI Justice issued rules on declaration by insiders.

  • TAI FSC, TAI Justice stipulated article 22-2, 25 and 26 of Securities and exchange act.

Declaration Requirements

  • Stipulate declaration requirements for insider of a publicly issued company who holds over 10% of company's shares and transfers or acquires the shares under a trust.
  • If insider is a settlor and the insider transfers the company shares to a trust, the insider must declare the stock transfer in advance according to article 22-2 of the act.
  • Insiders shall report the decrease in shareholdings to the public offering company on the 5th day of the month following the transfer; insider shall present the trust deed to prove that the trustee has the use of the trust property and decision-making power.
  • If the change in shareholding reached the standards specified in article 43 of the Securities and exchange act, it shall be reported according to regulations.
  • If the insider retains decision-making power, the trust transfer shares shall be reported as delivered trust shares with reserved right to exercise discretion.
  • Subsequent changes in the trust shares delivered will still be reported by the insider.
  • The delivered trust shares reserved shall be taken into account for calculating the minimum number of registered stocks held by all directors or supervisors.
  • If insider is trustee, no need to report changes in trust shareholdings to the company.
  • If trustee is a director or supervisor of a publicly listed company due to its own shareholding, the subsequent acquired trust shares shall not be included in the calculation of the legal minimum number of shares held by all directors or supervisors.
  • Specify the declaration of change of shares if the entrusted insider is a non-trustee.

Effectiveness

  • The order is effective from 23 September 2023.