Shareholders’ E-meeting

Since the Covid-19 outbreak event, Thailand has been recognized E-meeting for shareholders’ meeting like AGM or EGM. The enactment of the Emergency Decree on Electronic Meetings B.E. 2563 (2020), Thailand has permitted limited companies to conduct shareholder meetings, such as Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs), entirely online. This legal framework facilitates virtual meetings while ensuring compliance with Thai corporate laws.

Empty conference room with a long wooden table, leather chairs, a large projection screen, a small television, and a laptop.

In addition to the general requirements in Civil and Commercial Code, the decree clarifies and update the requirements for E-Meeting as follows:

1. Electronic Notification

Meeting invitations and supporting documents can be sent electronically (e.g., via email). Copies of these notices must be retained either electronically or in printed form.

2. Meeting Platform and Security Standards

  • Platform Requirements: The chosen platform must support secure, real-time communication with functionalities for electronic voting and identity verification.

  • Security Compliance: The meeting must adhere to security standards set by the Ministry of Digital Economy and Society, ensuring the integrity and confidentiality of the proceedings.

 

3. Quorum and Voting Procedures

  • Quorum: A quorum is established based on the company's Articles of Association and the Civil and Commercial Code, without the necessity for physical presence.

  • Voting Mechanisms: The platform should facilitate both open and confidential voting, ensuring that only eligible shareholders cast votes, with each share corresponding to one vote.

4. Identification and Proxy Handling

  • Identity Verification: Attendees must verify their identities before the meeting commences, using methods such as ID uploads, one-time passwords, or biometric authentication.

  • Proxy Appointments: Proxies must be registered in accordance with Section 1188 of the Civil and Commercial Code, including necessary details and valid for the specific meeting.

5. Documentation and Record-Keeping

  • Meeting Minutes: Written minutes of the meeting must be prepared and retained.

  • Audio/Visual Recording: The entire meeting should be recorded in audio and/or video format, except for confidential segments.

  • Data Retention: Electronic traffic data of all attendees must be preserved as part of the official records.

6. Post-Meeting Filings

  • Submission to DBD: Companies must submit the list of shareholders and financial statements to the Department of Business Development (DBD) via the e-filing system within specified deadlines.

Holding a shareholders' meeting via electronic means must comply with the minimum standards as specified in the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and the Notification of the Ministry of Digital Economy and Society regarding Standards for Maintaining Security of Meetings via Electronic Means.

If you need assistance in organizing a legally compliant and enforceable electronic shareholders' meeting, please contact us using the details below.