Thailand – Official Announcement of the Amendment to the Public Limited Company Act 2022

On 24 May 2022, the Public Limited Company Act (No.4) B.E. 2565 (2022) (Amendment) has become effective. The Amendment mainly focuses on modernizing and facilitating the corporate procedure of the Public Company in Thailand by removing some outdated requirements and allowing more usage of electronic means. 

Examples of key amendments are the followings.

1. Statements relating to public companies can now be published via electronic means.
2. Notices and/or document to directors, shareholders or debtors of public companies can be sent via electronic means in accordance with the criteria to be prescribed by the registrar, if such persons have declared their preferences or consented to such means.
3. Public companies must hold their board of directors (BOD) meeting every quarter.
4. The BOD and shareholders’ meeting can be held via electronic means if there is no restriction under the articles of association of such public company and the head office of the public company will be considered as the venue of the meeting.
5. If there is a reasonable cause, or in order to protect the rights or the benefits of the public company, at least 2 directors may request the chairman of the BOD to call for the BOD meeting and the chairman must hold the meeting within 14 days from the request receipt date. If the chairman fails to do so, the requesting directors may call and fix the date of the BOD meeting within 14 days thereafter.
6. The vice chairman may also call for the BOD meeting in the absence of the chairman and at least 2 directors may call for the BOD’s meeting in the absence of the vice chairman.
7. In normal circumstances, a notice to the BOD must be sent to all directors at least 3 days prior to the meeting date. However, in case of emergency to protect rights or benefits of the public company, a notice to the BOD meeting may be sent via electronic means or any other means and an earlier meeting date may be fixed. 
8. Proxies for shareholders meeting can be given via reliable and safe electronic means in line with the guidelines to be further specified by the registrar.