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Relevant Laws

Title：Regulations Governing Responsible Persons and Associated Persons of Securities Firms (2022.10.28)
Article 8     In a securities firm, qualification as a senior agent shall be required for the supervisory personnel of departments engaged in underwriting, proprietary trading, brokerage trading, clearing and settlement, internal auditing, shareholder services, and financial affairs. a branch unit of a securities firm, qualification as a senior agent shall be required for its responsible persons and the supervisory personnel of the brokerage trading and clearing and settlement departments. a securities firm concurrently operated by a financial institution, however, separate provisions of the FSC may be followed with respect to the supervisory personnel of internal auditing departments and financial affairs departments.
    In a foreign securities firm's branch unit within the ROC, with the exception of its responsible persons and the supervisory personnel of its financial affairs and shareholder services departments, qualification as a senior agent shall be required for the supervisory personnel of departments engaged in underwriting, proprietary trading, brokerage trading, clearing and settlement, and internal auditing.
Article 9     A securities firm shall have one general manager, who shall be responsible for the overall administration of the business operations of the entire company. The securities firm may not have any other person in a position with equivalent responsibilities.
    The general managers of securities firms shall be of upstanding character and possess the ability to effectively lead and manage a securities firm; with the exception of general managers of securities firms concurrently operated by financial institutions, to whom the provisions of other acts and regulations may apply, general managers shall possess at least one of the following qualifications:
  1. Graduation from a local or foreign junior college recognized by the Ministry of Education, or an equivalent or higher degree, with 5 or more years of sales experience in securities, futures, finance, or insurance, and having held the position of assistant general manager or an equivalent position for 1 year or more at a securities or futures institution, or the position of manager or an equivalent position at a securities or futures institution for 3 years or more, with a good performance record.
  2. Six years or more of work experience at a securities institution, and having served in the position of assistant general manager or an equivalent position at a securities or futures institution for 1 year or more or in the position of manager or an equivalent position at a securities or futures institution for 3 years or more, with a good performance record.
  3. Other academic or work qualifications demonstrating possession of professional knowledge of securities and operations and management experience that would enable sound and effective management of securities firm business.
    When hiring a general manager, a securities firm shall first submit documents verifying that its candidate meets the qualifications of the preceding paragraph to the stock exchange, the ROC Securities Dealers Association, or the Taipei Exchange (TPEx) for their review and approval, after which they shall be forwarded to the FSC for its review and approval, before the candidate may fill that position.
    The provisions of the preceding two paragraphs apply mutatis mutandis to the responsible persons of a foreign securities firm's branch unit within the ROC.
    The chairman of a securities firm may not concurrently serve as its general manager. This restriction, however, does not apply under any of the following circumstances if approval is obtained from the FSC:
  1. The securities firm does not concurrently operate any other enterprise, operates only one line of business, and has only one business location; or it operates only one line of business, concurrently operates only futures introducing broker business, and has only one business location.
  2. The securities firm will cease to exist as a result of a merger or dissolution, and its chairman or general manager has resigned or otherwise been unable to continue the performance of duties.
  3. The securities firm's business permission was voided by the FSC, and its chairman or general manager has resigned or otherwise been unable to continue the performance of duties.
  4. Any other special cause.
Article 9-1     The chairman of a securities firm shall have good moral character, the ability to effectively lead and manage a securities firm and—with the exception of a chairman of a securities firm concurrently operated by a financial institution, who may instead be subject to the provisions of other laws and regulations—shall also meet one of the following qualifications:
  1. Has graduated from a domestic or foreign school at the level of junior college or higher recognized by the Ministry of Education or possesses equivalent academic qualifications, and has no less than 3 years of work experience engaging in business at a securities, futures, financial, or insurance institution(s), and has served for no less than 1 year in the position of manager or higher or an equivalent position at a securities or futures institution(s), with a good performance record.
  2. Has graduated from a domestic or foreign school at the level of junior college or higher recognized by the Ministry of Education or possesses equivalent academic qualifications, has no less than 5 years of work experience in securities administration or supervision, and has served for no less than 1 year in the position of intermediate civil service employee at grade 9 or higher or in an equivalent position, with a good performance record.
  3. Has no less than 5 years of work experience at securities, futures, financial, or insurance institution(s), and has served for no less than 3 years in the position of assistant manager or higher or in an equivalent position at a securities or futures institution(s), with a good performance record.
  4. Has other academic or work qualifications sufficient to demonstrate possession of professional knowledge and operational and management experience in securities, futures, or finance that would enable sound and effective operation of securities firm business.
    A securities firm shall, within 10 days after its chairman has been elected, submit relevant qualification documents to the stock exchange, the over-the-counter stock exchange, or the Securities Association for their review, after which they shall be forwarded to the FSC for approval. If any qualification of the chairman is not approved by the competent authority, the competent authority may order the securities firm to make changes within a prescribed period of time. The same shall apply if factual evidence shows that the person does not possess the required good moral character, abilities, and qualifications specified in the preceding paragraph after taking office.
    If a securities firm has any question over the application of subparagraph 4 of paragraph 1 to its candidate for chairman, the securities firm may, before electing the chairman, submit the candidate's qualifications to the stock exchange, the over-the-counter stock exchange, or the Securities Association for their review and forwarding to the FSC for approval.
    A person who was already serving as chairman of a securities firm prior to the enforcement of the 28 October 2022 amendment to this article may continue to serve as chairman for the duration of their original term, without being subject to the restrictions in paragraph 1 and paragraph 2. A chairman of a securities firm who is elected after the amendment to these Regulations shall be required to meet the good moral character, abilities, and qualifications as required under these Regulations; one who fails to meet them shall be dismissed.
Article 10     The supervisory personnel of the departments set forth in Article 8, paragraph 1, and the assistant general managers, deputy assistant general managers, and managers of those departments, or those who oversee those departments, and the responsible persons of securities firms' branch units, shall possess one of the following qualifications:
  1. Graduation from a local or foreign junior college recognized by the Ministry of Education, or an equivalent or higher degree, with 3 years or more of business work experience and a good performance record in a securities, futures, finance, or insurance institution.
  2. Four years or more of work experience and a good performance record at a securities institution.
  3. Six years or more of work experience, with a good performance record, in a professional field such as information, technology, law, e-commerce, or digital economy.
  4. Other academic or work qualifications demonstrating possession of professional knowledge of securities and operations and management experience that would enable sound and effective management of securities firm business.
    The chief internal auditor of an exchange-listed or OTC-listed securities firm or a securities subsidiary of a financial holding company, in addition to possessing one of the qualifications in the preceding paragraph, shall have an occupational rank equal to an assistant general manager or a position with equivalent duties, and may assume their position only after the candidate is reported to the FSC for review and found to be qualified.
    For a branch unit of a foreign securities firm within the ROC, the supervisory personnel of departments that engage in underwriting, proprietary trading, brokerage trading, clearing and settlement, and internal auditing shall possess the qualifications of the paragraph 1.
    The provisions of paragraph 1 shall apply mutatis mutandis to positions equivalent to assistant general manager, deputy assistant general manager, or manager under other laws or under the articles of incorporation of the securities firm.
Article 11     A securities firm's board of directors is responsible for the appointment of managers and shall scrupulously review to ensure that the appointed managers meet the qualification requirements. The board of directors is also responsible for overseeing the maintenance of qualifications by managers and the suitability of managers in their positions.
    The board of directors shall scrupulously oversee the company's implementation of the accountability of managerial officers, establish related systems, and include them in the assessment of the suitability of managerial officers.
    When any person is promoted or assigned after the amendment of these Regulations to a position as a securities firm's general manager, supervisory personnel of the departments set forth in Article 8, paragraph 1, those who oversee those departments or the assistant general managers, deputy assistant general managers, and managers of those departments, or the responsible persons of the securities firm's branch units, such person shall possess or be in conformance with the qualifications set forth in these Regulations; those who do not meet those qualifications shall be dismissed.
Article 11-1     A responsible person of a securities firm may not serve as a responsible person of a bank, financial holding company, trust company, credit cooperative, credit department of a farmers' (fishermen's) association, bills finance company, futures enterprise, insurance enterprise, or another securities enterprise. However, this restriction shall not apply in the following circumstances:
  1. When it serves the purposes of an investment relationship between the securities firm and such an institution, there is no overlapping of the chairmen and managerial officers between the two, and the FSC has granted approval.
  2. When there is a special need and the FSC has granted approval, a responsible person of a securities firm may serve as the chairman of such entities.
  3. When a securities firm is a subsidiary of a financial holding company, a responsible person of the securities firm may serve as a responsible person of such financial holding company or of another of its subsidiaries, provided that there is no overlapping of managerial officers between the subsidiaries.
  4. When a securities firm is a juristic-person director or supervisor of a financial holding company, the responsible person of the securities firm, in order to serve as a responsible person of the holding company, may concurrently serve as a director or supervisor of a subsidiary of that holding company.
    When there is an investment relationship between a securities firm and a non-financial institution that is a public issuer, no responsible person of the securities firm may concurrently serve as the chairman or a managerial officer of such an investee company.
    A securities firm shall establish internal audit and control mechanisms for any concurrent holding of positions by a responsible person of a securities firm to ensure effective execution of the responsible person's principal duties and concurrently held duties, and for maintaining the normal business operations of the securities firm; it may not involve conflicts of interest or violation of securities regulations or the internal control system, and the rights and interests of shareholders shall be protected.
    A securities firm shall, based its investment management needs, risk management policies, and the provisions of these Regulations, regularly evaluate the performance of any responsible person holding a concurrent position. The evaluation results shall serve as an important reference to determine whether the concurrently held position(s) will be maintained or reduced in number.
Article 11-2     A responsible person of a securities firm or their spouse who serves as a director, supervisor, or managerial officer or who holds 5 percent or more of the total issued shares of a public company may not participate in the policy decision-making of the securities firm in any business relating to that public company.
    The calculation of shares held by a person referred to in the preceding paragraph shall include shares held under the names of the person's spouse and minor children, and those held under the names of any other persons.
Article 15     Associated persons of a securities firm shall participate in pre-service and in-service training offered by an institution appointed by the FSC. A securities firm also may apply to conduct its own in-service training in accordance with the in-service training operation directions prescribed by the Securities Association.
    An associated person of a securities firm who is assuming the job for the first time, or who has resumed the job after an absence of 3 years, shall participate in pre-service training within 6 months after reporting for work. Currently employed personnel shall participate in in-service training once every 3 years.
    The FSC may specify the content and periods for the training described in the preceding paragraph according to actual needs.
Article 16     The FSC or the training institution shall issue a training certificate to associated persons who participate in and pass the pre-service or in-service training, and shall submit the training performance evaluation to the employer institution for reference regarding the evaluation, promotion, and assignment of work. The FSC or training institution may reward those who are outstanding in performance.
Article 17     The FSC or training institution shall cancel the registration of an associated person who fails to participate in pre-service or in-service training, or who fails the training and furthermore fails to pass retraining within 1 year.