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Belaws Home ›› Thailand ›› Blog ›› Amendment to the Public Limited Companies Act comes into force

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Amendment to the Public Limited Companies Act comes into force

21/06/2022

A new amendment to the Public Limited Companies Act (No. 4) B.E. 2565 (2022) has been approved by the Government and published in the Government Gazette on May 23, 2022. The new amendment updates and modifies the previous Public Limited Businesses Act.

The Public Limited Companies Act now allows electronic Board of Directors (BOD) and Shareholder meetings. Additionally, there are changes to the corporate approval processes for public limited companies.

Amendment to the Public Limited Companies Act

Electronic sharing of company notices & advertisements

Previously, any company notices, statements, and advertising had to be published in a local newspaper. This was a mandatory requirement under the Public Limited Companies Act. Whereas, the new legislation allows the use of electronic delivery for notices, statements, and advertisements. However, if a company chooses to use electronic means, they must adhere to sub regulations published by the Department of Business Development (DBD).

Electronic delivery of documents

Public limited companies are now permitted to distribute any notices and papers electronically. Under the previous law, the method of delivery was registered mail. The use of electronic distribution is applicable to the company directors, shareholders or creditors. However, the recipients must have given their consent to receive these documents electronically. Again, companies are required to follow the sub regulations of the DBD when delivering papers electronically.

Authorization to call Board of Director meetings

Under the new legislation, the Chairperson of the Board of Directors has now been granted the authority to conduct a board meeting. Additionally, it is now possible for two directors to jointly make a request for the chairperson to call a meeting. Should a request be made by 2 directors, the chairperson is required to call the meeting within 14 days. If the chairperson fails to conduct the requested meeting within 14-days, the directors who made the request can call a BOD meeting themselves within the next 14 days.

Additionally, the new amendment states that If there is no chairperson, the vice-chairperson has the power to convene a BOD meeting; if there is no vice-chairperson, then any two directors may do so.

Electronic Board of Directors meetings

The new Public Limited Companies Act permits BOD meetings to be undertaken through electronic means. However, this is expressly forbidden in company’s articles of association, then it will not be possible. These meetings, which should take place at the company’s headquarters, must follow the legislation governing electronic meetings.

The Board of Directors of a public limited corporation must convene a meeting at least once every three months. Under the previous legislation, the circulation of the meeting notice to the directors must be made in person. It was also possible to submit the notification by mail at least seven days before the date of the meeting. However, under the new act the notice period has been shortened to three days. Furthermore, in an emergency, the Board can shorten the notice period even more.

Electronic Shareholders’ meetings

Similar to the electronic BOD meetings above, directors can hold shareholders meetings electronically. However, this will be possible only if the company’s articles of organization do not prohibit it.

If at least 10% of the total shareholders request a shareholders meeting and the BOD fails to call the meeting within 45 days of receiving the request, the requesting shareholders have the right to call a shareholders meeting within the next 45 days. If the shareholders agree, the issuance of the meeting notice can be delivered electronically.

Again, the company must follow the regulations governing electronic meetings and the company headquarters must be used to host the meetings.

Proxy holder appointment

The Public Limited Companies Act now permits shareholders to appoint a proxy holder by electronic methods.

How can the Belaws team of experts help you?

The Belaws team of experts are available to assist you with your incorporation, legal and accounting & secretary needs in Thailand.

Should you wish to talk to one of our experts directly relating to any of the above services, please feel free to book a consultation at your convenience.

Please note that this article is for information purposes only and does not constitute legal advice.

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