Company Act Article 209

I.A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.II.The aforesaid approval shall be given upon a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.III.For a company whose share certificates have been publicly issued, if the total number of shares represented by shareholders present at a shareholders' meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by a large majority of two thirds of the voting powers of the shareholders present at a shareholders' meeting who present a majority of the total number of issued shares.IV.Where stricter criteria for the total number of shares represented by the attending shareholders and the required number of votes at the shareholders' meeting set forth in the preceding two paragraphs are specified in the Articles of Incorporation, such stricter criteria shall govern.V.In case a director does anything for himself or on behalf of another person in violation of the provisions of Paragraph 1, the meeting of shareholders may, by a resolution, consider the earnings in such an act as earnings of the company unless one year has lapsed since the realization of such earnings.
中文原文 公司法第209條
董事為自己或他人為屬於公司營業範圍內之行為,應對股東會說明其行為之重要內容並取得其許可。
股東會為前項許可之決議,應有代表已發行股份總數三分之二以上股東之出席,以出席股東表決權過半數之同意行之。
公開發行股票之公司,出席股東之股份總數不足前項定額者,得以有代表已發行股份總數過半數股東之出席,出席股東表決權三分之二以上之同意行之。
前二項出席股東股份總數及表決權數,章程有較高之規定者,從其規定。
董事違反第一項之規定,為自己或他人為該行為時,股東會得以決議,將該行為之所得視為公司之所得。
但自所得產生後逾一年者,不在此限。

English translation for reference only; the Chinese text prevails. Not legal advice.