Corporate secretarial matters

Keywords: Mazars, Thailand, Corporate Secretarial, Annual General Meeting, Filing Financial Statements, DBD

Updated: 10 June 2021

2021 AGMs can be postponed

Due to the rapid increase in COVID-19 cases in Thailand, the Thai government has declared a state of emergency until the end of May 2021.

As a result, provincial offices have passed certain measures, such as limiting the number of people allowed to attend events or activities, restricting the hours that certain businesses can be open, and closing certain businesses temporarily.

On 26 April 2021, the Department of Business Development (“DBD”) announced a relief measure on holding the annual general meeting of shareholders (“AGM”) scheduled to be held between 26 and 30 April 2021 to consider and approve financial statements as of 31 December 2020 and which is affected by the announcements issued by the Thai government or provincial offices.

Under the DBD’s announcement, limited companies and public limited companies can postpone their AGMs if the following criteria are met:

1. The AGM was scheduled to take place between 26 and 30 April 2021 before the date on which the government or provincial offices issued announcements limiting the number of people who can attend events and activities or restricting the hours that certain businesses can be open, in order to reduce the risk of spreading COVID-19;

2. The AGM cannot take place as a result of such a governmental or provincial announcement; and

3. The company must hold the postponed AGM within 1 month of the original date fixed for holding the AGM.

In order for the company to be eligible for the DBD relief measure mentioned above, after the postponed AGM takes place, the company must submit a letter providing details of why it was necessary to postpone the AGM to the DBD along with the following documents, as the case may be:

1. A copy of the list of shareholders

2. Copies of minutes of the postponed AGM

3. A copy of the annual report

Due to the fairly broad criteria, on 29 April 2021, the DBD issued guidelines on how companies can apply to the DBD to be eligible for the relief measure. The details are as follows:

• Submission of details of why it was necessary to postpone the AGM – a company must submit a letter providing details of why it was necessary to postpone the AGM to the DBD through the DBD e-registration system.
• Financial statements, list of shareholders, and other supporting documents – a company must submit these documents to the DBD through the DBD e-filing system within the following deadlines:

Examples:

In spite of the fact that the DBD has issued this relief measure, the DBD encourages companies to arrange their AGMs through electronic devices under the Emergency Decree Regarding E-meetings, 2563 B.E., which became effective on 19 April 2020.

References:

First announcement: DBD dated April 2021

Second announcement: DBD dated 26 April 2021

Criteria on arranging meetings via electrical devices

On 19 April 2020, the Emergency Decree Regarding E-meetings, 2563 B.E. (2020), was issued and published in the Royal Gazette. This decree revokes the National Council for Peace and Order Announcement No. 74/2557 Regulating E-meetings dated 27 June 2014.

As a result, the following criteria will apply to board of directors’ meetings and shareholders’ meetings of a limited company to be over electronic devices effective 19 April 2020:

• Attendees and venue of meetings

To form a quorum for e-meetings, attending directors or shareholders are not required to be in the same venue and in the Kingdom of Thailand.

A quorum for the meetings shall formed be in accordance with the Civil and Commercial Code and Articles of Association of each limited company.

• Notices of e-meetings being called

Notices of e-meetings being called can be sent to directors or shareholders by e-mail provided that the chairman of the e-meeting keeps a copy of such a notice for the company’s records, regardless of whether the records are in paper or electronic form.

• Holding e-meetings

In regard to holding e-meetings, the chairman shall procure the following:

1. The attending directors or shareholders must be identified before starting the e-meeting.

2. The e-meeting must be held in a way that facilitates voting by poll or a show of hands.

3. The e-meeting must be held in accordance with the security standards for e-meetings set out by the Ministry of Information and Communication Technology, and announced in the Royal Thai Government Gazette.

4. An audio or audio-visual record of the entire e-meeting must be made, and must be kept as part of the company’s records.

5. Minutes of the e-meeting must be made in writing.

Remarks:

• The security standards for e-meetings issued by virtue of the National Council for Peace and Order Announcement No. 74/2557 shall remain in force insofar as they are not contrary to or inconsistent with the provision of this Emergency Decree, until security standards for e-meetings issued under this Emergency Decree are in force.
• Any e-meetings conducted under the National Council for Peace and Order Announcement No. 74/2557 before the effective date of this Emergency Decree shall be deemed lawful meetings.

Extended deadline for foreign entities conducting business in Thailand to file audited financial statements

The Department of Business Development (“DBD”) has extended the deadline for foreign entities conducting business in Thailand, such as a representative office or branch office, and which have an accounting period from 1 January 2020 to 31 December 2020, to file their audited financial statements.

Normally, such foreign entities must file their audited financial statements within 5 months of the fiscal year-end. The deadline has now been extended to 30 June 2021.

Source: DBD announcement dated 3 May 2021

DBD announcement on obtaining company affidavits and other certified documents

Based on the announcement of the Department of Business Development (“DBD”) regarding requests for company affidavits and certified documents of legal entities effective 20 April 2020, a request for documents such as company affidavits and shareholders’ lists can be made through the DBD’s website only using the DBD’s e-service.

With the DBD’s e-service, you can choose to receive company affidavits and other certified documents in paper form by EMS or as e-documents by downloading them from the DBD’s website.