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  • BDO Tax Alert

BDO Tax Alert: Amendments to the Public Limited Company Act are effective on 24 May 2022

07 June 2022

Ishan Shah, Director | Nopparach Tungwanwiboon, Legal Assistant 

On 23 May 2022, Thailand’s Public Company Act allows public limited companies to use electronic methods in holding meetings effective 24 May 2022.

Merits of the amendments

  • Sending notices and calls for meetings, as well as advertisements therefor by electronic means.
  • Hold your board of director and shareholder’s meetings by electronic means.
  • Shareholder’s proxy can also be made electronically.

The amendments include:

Notice and advertisement by electronic means

Public companies can now advertise notices of meetings, send the relevant documents to directors, shareholders, and creditors by electronic means. However, consent from the relevant person is required for this purpose.

Remark: More guidance on advertising through electronic means will be prescribed by the registrar later.

Holding board of director and shareholder’s meetings online

Previously, public companies were required to hold directors and shareholder’s meetings at its head office or at a nearby province.  The amendments now allow to hold the meetings online if the Articles of Association of the public company has no restrictions in this regard.

If the meeting is held by electronically means, it will be deemed to have been held at the head office of the company.

E-proxy for shareholder’s meetings

The amendment now allows a shareholder to appoint a proxy by electronic means provided necessary measures are used to safeguard the appointment.

Summoning meetings of directors

The notice period for calling a meeting of directors is reduced from seven days to three days.

If there is no chairman, the meeting can be summoned by the deputy chairman; if there is no deputy chairman, at least two directors can jointly call for the meeting.