Catch up on corporate secretarial matters in regard to COVID-19 to help your business comply with all relevant regulations and policies.
Keywords: Mazars, Thailand, Corporate Secretarial, Annual General Meeting, Filing Financial Statements
Updated: 9 March 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.
In regard to holding e-meetings, the chairman shall procure the following:
- The attending directors or shareholders must be identified before starting the e-meeting.
- The e-meeting must be held in a way that facilitates voting by poll or a show of hands.
- 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.
- 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.
- Minutes of the e-meeting must be made in writing.
- 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.