The Public Limited Companies Act and Updated Protocol

In May 2022, the Public Limited Companies Act (No. 4) B.E. 2565 (2022) was enacted to update current protocols and authorize public limited companies to take advantage of technological advancements. This 2022 Act is a series of amendments to the Public Limited Companies Act of 1992. The Act allows public limited companies to publish notices and serve documents electronically, hold board of directors and shareholders’ meetings via electronic means, and appoint proxies for shareholders’ meetings.

The first amendments permit companies to make publication and service electronically. Companies are no longer required to publish information for the public in local newspapers. However, recipients must give prior consent to the electronic delivery of notices and documents.

The following four amendments pertain to board of directors’ meetings. A board of directors’ meeting must be held once every three months and may be held electronically in most cases. The chairman of the board shall call meetings. However, two or more directors may jointly request calling a meeting. In case there is no chairman, the deputy chairman may call meetings. If there is no deputy chairman, two directors may jointly call for a meeting. Lastly, notice of upcoming meetings may be made electronically.

The last four amendments concern shareholders’ meetings. Shareholders’ meetings may be held electronically. In such instances, the company’s head office will be the meeting’s default location. Notice of an upcoming shareholders’ meeting may be made electronically if prior consent was given. Appointment by proxy may also be made via electronic means.

Ease of Doing Business: Proposed Amendments to the Civil & Commercial Code

Postponement of Annual General Meetings of Shareholders