With the recent COVID-19 outbreak in Thailand, the Department of Business Development (DBD) has released an official Announcement dated 26 April 2021 in line with Section 9 of the Emergency Decree on Public Administration in Emergency Situations of B.E 2548 (2005) No. 20 to allow the postponement of Annual General Meetings (AGMs) for companies that meet certain eligibility criteria.
Criteria for postponement
Companies will only be eligible for postponement if they meet all of the following criteria:
1. The company is located in one of the 18 provinces affected by the highest controls combatting the COVID-19 pandemic. These provinces include: Bangkok, Kohnkaen, Chonburi, Chiangmai, Tak, Nakornpathom, Nakornratchasrima, Nonthaburi, Pathumthani, Prachuapkhirikhan, Phuket, Rayong, Songkla, Samutprakarn, Samutsakorn, Sakaew, Suphanburi and Udonthani;
2. Prior to the Announcement, the company had fixed the date, time and place of its AGM between 26-30 April 2021 and had sent notices to its shareholders to this effect; and
3. The company needed to postpone its AGM due to the recent restrictive measures put in place in the above-mentioned 18 provinces.
Process
Companies may postpone their AGM for one month from the original date. Subsequent deadlines, such as the submissions of list of shareholders at the AGM and the e-Filing of audited financial statements are postponed in accordance with the new AGM date.
After the postponed AGM is held, companies must file a letter with the DBD clarifying their reasons for postponement along with the new and previous AGM notices and the AGM minutes.
Electronic meetings
The Announcement offers further relief by allowing companies to hold their AGMs via electronic means whilst retaining the same legal effect of conducting the meeting in person. Electronic attendees may attend meetings in Thailand even if they are overseas. This option is permitted in accordance with the Emergency Decree on Electronic Meetings of B.E 2563 (2020). In an earlier update, we described the regulatory requirements to hold electronic meetings.