Issuance of the Department of Business Development’s announcements on Corporate Procedures of Thai Public Limited Companies
Following the amendment to the Public Limited Company Act B.E. 2535 (1992) earlier this year, Thailand’s Department of Business Development, Ministry of Commerce (“DBD”), recently issued a number of announcements, which were published in the Government Gazette on 15 November 2022. The relevant updated announcements (“Announcements”) are as follows:
- Announcement of DBD re. Publication via Electronic Media B.E. 2565 (2022);
- Announcement of DBD re. Delivery of Documents via Electronic Means B.E. 2565 (2022); and
- Announcement of DBD re. Appointment of Proxy for Shareholders Meeting via Electronic Means B.E. 2565 (2022).
The Announcements concern undertakings of Thai public limited companies (“PLCs”) in relation to advertisement or publication, delivery of documents and the appointment of a proxy to attend a shareholders meeting through electronic means. The Announcements were issued to facilitate the operation of PLCs by enabling corporate procedures to be executed by electronic means, and to regulate the latest corporate procedures under the amended Public Limited Company Act B.E. 2535 (1992). Key summaries of the Announcements are as follows:
Advertisement or Publication
Warnings, notices or statements pertaining to a PLC are allowed to be advertised or published via electronic media as an alternative to local newspaper publication. In this regard, the content therein is required to be in Thai and identical to the advertisement or publication available to the general public. The publication site must also be verifiable and generally accessible, e,g, corporate websites, online newspaper websites and the Stock Exchange of Thailand’s (“SEC”) website.
It is worth noting that the effective date of the advertisement or publication via electronic means commences from the date of such advertisement or publication.
Delivery of Documents
The channel, method and timeframe for the declaration of intention or consent of company directors, shareholders or creditors to receive documents via electronic means must be determined by the PLC. Directors, shareholders or creditors who wish to alter their e-mail addresses or choice of method for electronic delivery of documents are obliged to inform the relevant PLC. If the directors, shareholders or creditors fail to inform the PLC within the prescribed period, then the delivery of documents to e-mail addresses or via the selected electronic method formerly notified by them would be deemed legally valid.
Appointment of Proxy for Shareholders Meeting
An electronic proxy appointment (“e-proxy”) must be executed via reliable technology with measures in place for the prevention of any alteration, except for certification or additional records, of which the meanings therein must remain unchanged. With respect to the content included in the proxy instrument, such text must at least include statements stipulated by the announcement of the registrar.
In addition, a shareholder who assigns a proxy for a shareholders meeting is required to be verifiable, including the case of an e-proxy via an electronic signature; the identification of a signee must be in accordance with the standard of the law on electronic transactions. Each shareholder is permitted to appoint a proxy to attend and cast vote(s) at a shareholders meeting via electronic means. However, the same proxy can be appointed by several shareholders. Regarding stamp duty for the e-proxy, it is subject to rules and procedures prescribed by the Revenue Department.
This is intended merely to provide a regulatory overview and not to be comprehensive, nor to provide legal advice. Should you have any questions on this or on other areas of law, please do not hesitate to contact: