Background
On 23 May 2022, the latest amendment to the Public Limited Companies Act (No. 4), B.E. 2565 (2022) (the “PLC Amendment”) was published in the Government Gazette and it became effective on May 24, 2022. The PLC Amendment aims to facilitate public limited companies by allowing greater use of electronic communications in their business operations. The latest amendment is a follow-up to the proposed amendments of the same, which we covered last year in our article Technological Advancements Enable Amendments to the Public Limited Companies Act.
Details of the PLC Amendment
The significant developments can be summarized as follows:
| No. | Description | Before PLC Amendment | After PLC Amendment |
|---|---|---|---|
| 1. | Publications | Any notice or statement made under the PLCA shall be published in a Thai-language daily newspaper distributed in the area where the headquarters of the company is located. | Additional option inserted that; Any notice or statement made under the PLCA may also be published via electronic means in place of publication in a newspaper |
| 2 | Delivery of Notice or Documents | Any notice or document shall be sent via registered post to the designated address as provided by the recipient to the company. In the absence of any notification of its address, such notice or document shall be sent to the recipient at his/her home address. | Additional option inserted that; Upon request by or with the consent of the company’s directors, shareholders or creditors, delivery of any notice or document to such persons may be made via electronic means. |
| 3 | Meetings of Directors and Shareholders | Meetings of the company’s board of directors or shareholders shall be held in the locality where the headquarters of the company are located or in a nearby province, unless the articles of association of the company specify otherwise. | Replaced with the following provision; Unless the articles of association of the company specify otherwise, the meetings of the company’s board of directors or shareholders may be held via electronic means in accordance with the relevant laws and regulations. The headquarters of the company shall be deemed to be the venue of such meetings. |
| 4 | Summoning of Board of Directors’ Meetings | If there is a chairperson of the board of directors Meetings of the board of directors shall be summoned by the chairperson of the board of directors. If a request is made by at least two directors to summon a meeting of the board of directors, the chairperson of the board shall fix the date of the meeting within 14 days from the date of the request. | If there is a chairperson of the board of directors Replaced with the following provision; Meetings of the board of directors shall be summoned by the chairperson of the board of directors. If it is reasonable or for the protection of the company’s benefit, at least two directors may jointly request that the chairperson summons a board of directors’ meeting and they shall also propose the meeting agenda to the chairperson. In this case, the chairperson shall summon and fix the date of the board of directors’ meeting within 14 days from the date of the request. In the case where the chairperson does not summon and fix the date of the meeting within the period specified in the above paragraph, the requesting directors may jointly summon and fix the date of the meeting to resolve the proposed agenda items within 14 days from the end of such 14-day period mentioned in the above paragraph. |
| If there is no chairperson of the board of directors N/A | If there is no chairperson of the board of directors In the absence of a chairperson of the board of directors, the vice-chairperson shall summon the meeting of the board of directors. In the case of the absence of a vice-chairperson, a board of directors’ meeting may jointly be summoned by at least two directors. |
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| 5 | Notice Period of a Board of Directors’ Meeting | Notice of a board of directors’ meeting shall be sent by the chairperson or any authorized persons at least 7 days prior to the date of the meeting. | Notice of a board of directors’ meeting shall be sent to the directors at least 3 days prior to the date of the meeting. |
| 6 | Delivery of Notice of Shareholders’ Meeting (Meetings Summoned by Shareholders) | In the case where a shareholders’ meeting is summoned by the shareholders, the notice may be sent via registered post. | In the case where a shareholders’ meeting is summoned by the shareholders, the notice may be sent via electronic means. |
| 7 | Appointment of Proxies | The appointment of a proxy for a shareholders’ meeting may be made in writing and signed by the appointor. | The appointment of a proxy for a shareholders’ meeting may be made via electronic means as prescribed by the relevant registrar. |
For more information, please get in touch with our Capital Markets Team, or alternatively, please contact the authors.
Capital Markets Practice Group
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