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Client Alert


June 2022


Amendments to the Public Limited Companies Act
A Step Toward Thailand 4.0

The COVID-19 pandemic has led to several changes in people’s lives, including how they run their businesses. Due to the lockdown orders and social distancing measures resulting from the COVID-19 pandemic, companies, including public companies, had to adopt electronic means to hold their annual general shareholders meetings, as those meetings are required to be held within a prescribed time frame under applicable law.

The Emergency Decree on Electronic Meetings B.E. 2563 (2020) (the “Decree”) was implemented in April 2020, and provides some level of certainty that any meeting required to be held by law can be carried out via an electronic form of media that allows the participants to have discussions and exchange opinions in real-time. The Decree specifies the security standards that must be followed in order that a so-called e-meeting can be recognized as evidence in court proceedings.

Recently, the Public Limited Companies Act B.E. 2535 (1992) (the “PLCA”) was amended, with effect from 24 May 2022, by an amending Act (the “Amendment Act”), to expressly recognize the use of electronic media for holding board of directors and shareholders meetings, sending invitation letters or other documents, and appointing proxies for shareholders meetings. The Amendment Act also amends the procedures for calling board of directors meetings in cases where the chairman of the board does not call the meeting or the chairman of the board is absent. The rationale for these amendments is to facilitate the business operations of public companies and relax the burdensome requirements placed upon them. The amendments are also regarded as a part of the implementation of Thailand’s National Strategy and National Economic Reform Plan, with an aim of promoting entrepreneurial activities and enhancing the country’s competitiveness.

The key amendments under the Amendment Act are as follows:

1.     E-Publication


Any publication or notification required to be made by a public company to other persons or the public may be carried out via electronic media in addition to the option of notification via an advertisement published in a local newspaper.


In the past, when a public company had to publish information or provide notification to the public, for example, invitation letters to shareholders meetings, capital reductions, amalgamations, or dissolutions of the company, the public company had to publish the information in newspapers made available to the public in the area in which the company’s head office is located. The purpose of this legal requirement is to ensure that all relevant persons are aware of important information concerning the company. Inevitably, this caused companies to incur costs. In practice, companies usually choose to publish this information through newspapers published by small publishing houses established for this specific purpose in order to save costs, although the general public does not typically read these newspapers. Public companies now have the option of publishing their information through electronic media, including by posting the information on their websites.


The requirements concerning e-publication methods will be further determined by the subordinate legislation which is to be announced by the Company Registrar of the Department of Business Development, the Ministry of Commerce (the “Company Registrar”). Conceptually, an e-publication must contain the same content as a publication sent directly to shareholders, and there must be measures in place to detect and trace any alteration to its content.


2.   E-Notice


2.1 Notices given by the company


Any notice by a public company can be served on other persons via electronic means if the intended recipients have stated their intention to the company or consented to accept the e-notice method.


Before the Amendment Act, sending a notice to a specific recipient was usually made by way of registered mail or by hand (in case of a small number of shareholders). This amendment provides for an alternative means of notice provision, so long as the intended recipient has accepted such method of electronic communication. However, it should be noted that the details and requirements concerning the use of e-notice will be further set out in the subordinate legislation, which has yet to be published by the Company Registrar.


2.2 Notices given by shareholders


An invitation notice to a shareholders meeting initiated by shareholders can be served on shareholders via electronic means, similar to the method used when the company or the board calls the meeting if the shareholders have stated their intentions to the company or consented to accept the e-notice method.


Paragraph 2 of Section 100 of the PLCA allows shareholders to call a shareholders meeting themselves, without the coordination of the board of directors. Pursuant to the Amendment Act, the invitation letter to shareholders can be served by e-notice. The shareholders calling the meeting are not required to obtain separate consent from the other shareholders to allow the e-notice method, and can use the acceptance granted to the company as if it had been granted to them.


3.     E-Meeting


The Amendment Act confirms that board of directors and shareholders meetings can be convened via electronic media (such as teleconference or videoconference) in accordance with the laws on e-meetings (currently pursuant to the Decree) unless the company’s articles of association (the “AOA”) specify otherwise, meaning that the AOA need not expressly permit the company to convene an e-meeting. However, if any company would like to limit meetings to physical meetings, this must be stated in its AOA. To clarify, public companies whose AOA are silent on e-meeting procedures can conduct e-meetings without specifying the point in their AOA.


The Amendment Act also shortens the period required for sending invitations for board of directors meetings to all directors from seven days prior to the date of the meeting to three days prior to the date of the meeting. Invitation letters can be sent to directors via electronic means as described in paragraph 2.1 above.


When a board of directors or shareholders meeting is convened through electronic means, it is deemed that the meeting is held at the location of the head office of the company.


4.     E-Proxy for Shareholders Meeting


The appointment of a proxy by any shareholder of a public company for the purpose of attending and voting in a shareholders meeting can be made by secure electronic means that use reliable methods to ensure the integrity of the appointment in accordance with the specific requirements to be set out by the Company Registrar.


It should be noted that a proxy appointment letter is an instrument that is subject to stamp duty under the Revenue Code of Thailand. Therefore, the subordinate legislation to be put in place must also address this issue in order to ensure that the use of e-proxies is practical.


5.     Procedures for Calling Board of Directors Meetings


New procedures allowing any two of a company’s directors to call a board of directors meeting when (i) the chairman of the company fails to call a meeting when requested or (ii) there is no chairman or vice-chairman of the company, are also specified in the Amendment Act. This amendment addresses situations in which a board of directors meeting cannot be held due to the lack of cooperation or absence of the chairman.


The Amendment Act will certainly reduce the burdensome requirements placed upon public companies. It is expected that the subordinate legislation in connection with the Amendment Act will be announced within thirty days of the Amendment Act being published in the Royal Gazette and will provide detailed conditions and requirements for companies wishing to adopt these electronic means. We will provide further information when the subordinate legislation is made available.



Client Alert authors:


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Vipavee Kaosala


Direct Line: (02) 264 8000, ext: 8017

Email: vipavee.k@weerawongcp.com

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Sawaporn Sophanodora


Direct Line: (02) 264 8000, ext: 8041

Email: sawaporn.s@weerawongcp.com






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