If you are a business owner in Thailand, you have probably noticed some recent changes in how Annual General Meetings (AGMs) are handled under the updated Thai Civil and Commercial Code. Our law firm in Thailand H&P have summarized the key aspects and what you need to know and why updating your Company’s Articles of Association (AOA) might save you time, effort, and costs.
What has changed?
Previously, companies were required to publish a notice summoning an AGM in a local newspaper and send it to all shareholders by mail no later than seven days before the meeting (or 14 days for special resolutions). This was a standard practice under the old law in Thailand.
The good news: The updated Thai Civil and Commercial Code has removed this publication requirement. Now, companies only need to publish a notice if they have shareholders holding bearer certificates. If that’s not the case, the newspaper notice is no longer necessary.
Why does your Articles of Association (AOA) still Matter?
Even with this legal update, your company’s AOA may still include outdated requirements that align with the old rules. If your AOA mandates publishing a notice in a local newspaper, you are legally obligated to continue doing so—even though the law has changed.
To fully benefit from the new law and its amendment, you should update your AOA to remove outdated requirements. Without this amendment, you may be required to publish a notice summoning an AGM in a local newspaper. However, this also depends on your company’s internal decision.
What does it remain?
Even if your company updates its AOA, the following obligations remain unchanged:
Sending Notices: You must still send AGM notices to all shareholders by registered mail or hand delivery (if your AOA permits).
Electronic Communication: Notices by email are not acceptable unless your meeting is held under the Royal Decree on Electronic Meetings B.E. 2553 (2020).
Why H&P?
Updating your AOA to align with the new Thai Civil and Commercial Code is straightforward, but doing it correctly is essential to avoid future compliance issues. Our law firm in Bangkok H&P specializes in helping businesses streamline their operations and ensure they comply with the latest regulations.
If you want to consult our corporate lawyers in Thailand, please contact our law firm at [email protected]
