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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.
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.
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Frequently asked questions
Can a foreigner open a company in Thailand?
Yes it is possible for a foreigner to open a company in Thailand. There are also options available which allow 100% foreign owned companies as well.
Is it good to start a business in Thailand?
Thailand is an attractive option for those wishing to start a business. Thailand has a great infrastructure in place and scheme such as the BOI provide great incentives for companies to take advantage of.
How can a foreigner start a small business in Thailand?
Yes, foreigners can start a business in Thailand. However, certain business activities are restricted by the Foreign Business Act and in order for businesses to undertake them they must obtain a Foreign Business Licence/Certificate which can be time consuming and complicated.
Can I own a company in Thailand?
Yes, foreigners can start a business in Thailand. However, certain business activities are restricted by the Foreign Business Act and in order for businesses to undertake them they must obtain a Foreign Business Licence/Certificate which can be time consuming and complicated.
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