26 April, 2017
The Thai government and the relevant authorities are modernizing procedural requirements for companies, 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 Teleconferences through Electronic Devices (Order 74/2557), and the Announcement of the Ministry of Information and Communication Technology on Security Standards for Teleconferences through Electronic Devices B.E. 2557 were passed to enable meetings to be validly held by electronic means, rather than having to be physically held in accordance with the strict former requirements.
Before these regulations were passed, company Articles of Association could not provide for the possibility of holding meetings by electronic means. As a result, all meetings required a physical presence. The new regulations relax the requirement, allowing companies to register, in their Articles of Association, that meetings can be held by electronic means, provided they are compliant with Order 74/2557 and all required security requirements.
Since 2014, businesses have been inquiring with the Department of Business Development (DBD), Ministry of Commerce, about the legal validity of conducting teleconference calls or video conferences for shareholders meetings and directors meetings, pursuant to Order 74/2557. The DBD has responded by issuing an Explanatory Statement relating to conducting of meetings via electronic means.
In order to conduct teleconference calls or video conferences for these meetings, companies need to comply with the following requirements:
- International teleconferences are prohibited, so all attendees participating in the teleconferences must be located in Thailand.
- One-third of the quorum number of directors must be situated in the same place (within the same meeting room), and they cannot be located in different places.
- If a public limited company, trade association, or a chamber of commerce wishes to conduct meetings by electronic means, they must first specify the provision for such teleconference call or video conference meetings in their Articles of Association;
- In the case where the meeting’s resolutions registration application was not signed by the authorized person, or there is a challenge against the registration of the resolutions, the registrant must deliver all relevant evidence to show compliance with all the procedural requirements.
For further information, please contact:
Cynthia M. Pornavalai , Partner, Tilleke & Gibbins
cynthia.p@tilleke.com
