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. When specific criteria is met, AGMs can be postponed.
Keywords: Mazars, Thailand, Legal, AGM, DBD, E-meetings, COVID-19
17 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:
Company | Deadline and documents to be submitted | |
Within 14 days of the postponed AGM | Within 1 month of the postponed AGM | |
Limited company | - List of shareholders | - Financial statements together with the auditor’s report and notes |
Public limited company | - | - List of shareholders - Financial statements together with the auditor’s report and notes - Annual report - Copies of the minutes of the postponed AGM |
Examples:
Company | Fiscal year-end | Original date (26 – 30 April 2021) | Postponed date of AGM (1 – 31 May 2021) | Deadline for submission | |
List of shareholders | Financial statements | ||||
Limited company | 31 December 2020 | 30 April 2021 | 31 May 2021 | 14 June 2021 | 30 June 2021 |
Public limited company | 31 December 2020 | 26 April 2021 | 15 May 2021 | 15 June 2021 | 15 June 2021 |
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.
For the criteria for arranging e-meetings, please click the link.
References: DBD announcement 1 and DBD announcement 2
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