Amendments for Public Limited Companies Act in Thailand 泰國公眾有限公司法修法
On May 23, 2022, the Thai Public Limited Companies Act (No. 4) B.E. 2565 (2022) was approved and published in the official gazette. The updated law allows the board of directors and shareholders’ meetings to be held electronically, and to amend corporate approval processes for Thai public limited companies. In this new Act, there is a big principle that is important. The amendment act allows the company's meeting to be convened via electronic media. The company's shareholders' meeting can also be held via electronic media under the conditions and procedures prescribed in this Act. The updated act was effective after the publication, but certain amendments will be implemented after the issuance of various related sub-rules and sub-regulations.
Followings are key elements of the updated acts:
1. Electronic Dissemination of Company Notices and Advertisements
Previously, company notices, statements, and advertisements had to be published via local newspaper where the company is located. However, the updated act allows these documents to be sent via electronic methods.
2. Electronic Delivery Options for Documents
The updated act allows company notices or documents to be sent electronically to company directors, shareholders, or creditor instead of registers mails, if the recipients agree.
3. Additional Individuals Authorized to Call Board of Directors’ Meetings
The updated act permits the chairman of the board of directors has the authority to call a board meeting and allows any two directors to jointly request the chairman to call a meeting by specifying the matter and reason to propose to the meeting for consideration as well. In such case, the chairman of the board of directors shall call and fix a meeting date within fourteen days from the date of receipt of the request. The updated act also permits the vice-chairman to call a board of directors’ meeting if there is no chairman. Such authority passes to any two directors if there is no vice-chairman.
4. Electronic Board of Directors’ Meetings
The updated act allows a board of directors’ meeting to be held via electronic methods, unless it is prohibited by the company’s articles of association. Such meeting should be held in compliance with the laws governing electronic meetings. In addition, the updated laws reduce the notice calling for a meeting from at least 7 days to 3 days.
5. Electronic Shareholders’ Meetings
With the updated act, shareholders’ meeting can be held electronically, unless it is prohibited by the company’s articles of association, and such meeting should be held in compliance with the laws governing electronic meetings. In addition, such meeting notice can be sent electronically, if the recipients agree.
6. Appointment of a Proxy Holder via Electronic Means
The updated act permit shareholders to appoint a proxy holder through electronic methods, as long as such method is safe, credible, and follows the rules prescribed by Department of Business Development.
 Section 101/1 of the Public Limited Companies Act.  Section 7/1 of the Public Limited Companies Act.  Section 81 and 81/1 of the Public Limited Companies Act.  Section 82 of the Public Limited Companies Act.  Section 98 paragraph 3 of the Public Limited Companies Act.  Section 102 of the Public Limited Companies Act.
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