Thailand Clarifies Policy on Conducting Company Meetings by Electronic Means

Thai government authorities are modernizing procedural requirements in order to make it easier to do business in Thailand. In 2014, the Announcement of the National Council for Peace and Order No. 74/2557 on Electronic Meetings (“Order 74/2557”), and subsequently the Announcement of the Ministry of Information and Communication Technology on Security Standards for Electronic Meetings B.E. 2557, were enacted to enable meetings to be validly held by electronic means, thus easing the requirement for physical attendance by all attendees as had previously been applicable.

Before these regulations were enacted, company Articles of Association could not effectively provide for the possibility of holding meetings by electronic means, regardless of their wording. As a result, all company meetings required physical presence of all attendees. The new regulations relaxed the requirement, allowing companies to register Articles of Association stating that meetings can be held by electronic means, provided they are compliant with Order 74/2557 and all security requirements.

Since 2014, companies have been inquiring with the Department of Business Development (“DBD”) of the Ministry of Commerce, about the legal validity of electronic attendance at shareholders’ meetings and directors’ meetings, pursuant to Order 74/2557. The DBD has responded by issuing an Explanatory Statement relating to conducting meetings via electronic means.

In order to allow for electronic attendance at these meetings, it is necessary to comply with several requirements, including the following:

• International teleconferences are prohibited, so all attendees must be located in Thailand.
• One third of the quorum must be situated in the same place (within the same meeting room), and they cannot be located in different places.
• It must fulfill regulatory obligations mandating that it have an electronic meeting control system that has certain security features.
• If a public limited company, trade association, or a chamber of commerce wishes to conduct meetings by electronic means, it must first amend its Articles of Association to provide for that.
• In a case where an application to register a resolution was not signed by the authorized person or the registration of the resolution is challenged, the registrant must deliver all relevant evidence to show compliance with all the procedural requirements.

By Cynthia M Pornavalai, Partner, Tilleke & Gibbins, Thailand, a Transatlantic Law International affiliated firm. 

For further information or for any assistance regarding holding company meetings through electronic means, please contact Cynthia M. Pornavalai at thailand@transatlanticlaw.com.

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