On 2 November 2020, the Department of Business Development (“DBD”) announced that adjustments to compliance rules for company meetings during COVID-19 will cease to be in force on 1 December 2020.
The Notification of the DBD Re: The Organization of Juristic Person Meetings Pursuant to Section 9 of the Emergency Decree on Public Administration in Emergency Situations B.E. 2548 No. 10, B.E. 2563 (2020) (the “New Notification”) will revoke a previous DBD notification, dated 4 March 2020, which permits private limited companies, public limited companies, trade associations, and chambers of commerce to convene meetings after the period prescribed by law if they are unable to hold meetings during said period. After the meeting is held, the juristic person must submit a clarification letter to the Ministry of Commerce illustrating the reasons for the delay. Document submission deadlines, such as for the list of shareholders and balance sheet, vary between 14 days to one month depending on the type of entity.
According to the New Notification, the provisions of the aforementioned March notification are no longer necessary, as measures have been announced that allow for the safe organization of company meetings pursuant to requirements under Thailand’s state of emergency (currently extended until the end of November 2020). The Emergency Decree on Conducting Meetings Online or through Electronic Channels B.E. 2563 (2020) (the “Decree”), which took effect on 19 April 2020, authorizes board of directors’ meetings and shareholders’ meetings to take place entirely online. Electronic attendees do not have to be physically present in Thailand, and one-third of the quorum no longer has to be physically present, permitting the safe and timely convening of meetings. Electronic meetings under the Decree must satisfy the following requirements:
✓ Attendees must verify their identities electronically before the meeting;
✓ Attendees must be able to cast votes in both open and secret meetings;
✓ Meeting minutes must be prepared in writing;
✓ There must be a continuous audiovisual or audio recording of the meeting, except for secret meetings;
✓ The electronic traffic data of each attendee must be kept as evidence;
✓ Meeting notices and supporting documents may be sent via email, and the meeting organizer must retain copies of the notices and documents as evidence;
✓ The meeting must be held in accordance with the Ministry of Digital Economy’s Notification Re: Security Standards of Electronic Meetings, announced on 26 May 2020.
If they have not done so already, public and private companies must convene shareholders’ meetings prior to 30 November 2020, or else may face penalties.