Amendment to the Thai Public Limited Companies Act

On 11 May 2021, the Cabinet has approved a draft Act for Amendment to the Thai Public Limited Companies Act B.E. 2535 (1992) (“PCA”) No. .. B.E. …. (“Act”) as proposed by the Ministry of Commerce endorsed by the Council of State. The Act will be considered by the House of Representatives thereafter.
The Act has 6 main issues as follows:

  1. To allow public limited companies to announce company’s matters, information and news through electronic means other than Thai newspapers. Currently, the PCA demands public limited companies to advertise its matters, information and news through Thai daily newspapers only.
  2. To provide options for document submission and delivery by allowing public limited companies or their board of directors to submit and deliver documents to their directors, shareholders or the companies’ creditors electronically.
  3. To amend and provide options for the board of directors and shareholders’ meetings by allowing them to be held electronically according to the law related to meetings through electronic means. The location of the meeting will be at the company’s headquarters or any nearby province unless the Articles of Association of the company specified otherwise. In any event, the location will need to be in Thailand.
  4. To allow more flexible methods for calling the board of directors’ meetings such as in case of no chairman, the vice-chairman can call for the meetings and in the event that there is no chairman and vice-chairman, 2 members of the board or more are empowered to call for the meetings.
  5. To allow shareholders to call for shareholders’ meetings electronically in the same manner that the board of directors can do.
  6. To allow proxy appointments for attending the meetings be done electronically.
    Overall, the aim of this amendment is to update procedural matters of the management of Thai public limited companies to allow comfortabilities for all parties involved and to be in alignment with the technology of a modern time.

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