Civil and Commercial Code Amendment - Annual General Meetings

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Following the amendment to Thailand’s Civil and Commercial Code (CCC), effective February 7, 2023, private limited companies must adapt their procedures for holding Annual General Meetings (AGMs), especially if their fiscal year ends on December 31.

Key changes include:

Calling an AGM:

  • The previous requirement to publish a meeting notice in a local newspaper is no longer necessary unless the company has shareholders holding bearer certificates.

  • Companies must still send notices to all shareholders by registered mail or hand, as per their Articles of Association (AOA).

  • If a company's AOA still mandates newspaper publication, it must continue this practice unless the AOA is amended.

Quorum Requirements:

  • The amended CCC clarifies that a valid quorum requires at least two shareholders or proxies holding at least 25% of the company’s capital.

Electronic Meetings:

  • Companies may hold AGMs electronically if their AOA allows it, under the Royal Decree on Electronic Meetings.

  • In such cases, invitation notices and documents can be sent electronically instead of by mail, although the same timing requirements apply.

  • The amended CCC also permits electronic board of directors meetings under similar conditions.

Note: These changes do not apply to public limited companies, which are governed by the Public Limited Company Act B.E. 2535 (1992).

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