Subject Matter

Full virtual BOD meetings

Newly Introduced / Amended Clauses Commentary

“Section 1162/1: A board of directors meeting may be conducted by any means of technological communication, where the directors are not required to appear in person at a meeting, except when prohibited by the articles of association of the company.

A board of directors’ meeting held by means of technological communication under paragraph one shall be in accordance with the law* governing electronic meetings. […]”

Now, the CCC explicitly allows directors to attend BOD meetings remotely via video conferencing systems* etc.

*See “Emergency Decree on Electronic Meetings B.E. 2563 (2020)”

· Newspaper publication requirements (SH meetings)

· Special Resolutions, 17 day summoning requirement

“Section 1175: A notice summoning general meetings shall be sent by post with acknowledgment of receipt thereof to all shareholders whose names appear in the register of the company not later than seven (7) days before the date fixed for the meeting; however, in the event the company has bearer share certificates, the notice summoning general meetings shall be published in a local newspaper at least once, or on an electronic media [...].”

Minimum number of SH at SH meetings (Now 2) Stricter dividend payment

“Section 1178: A general meeting must be attended by shareholders, or proxies at not less than two persons and of the total number of shares altogether not less than one-fourth of the capital of the company in order to pass a resolution in any matters.”

Paragraph four (4) of Section 1201

“(4) Payment of dividends shall be completed within one month from the date of the resolution of the general meeting or of the board of directors, as the case may be.”

Now, unless a company issues bearer shares, it is no longer necessary to publish invitations to shareholders’ general meetings in a local newspaper.

“Section 1238: Limited companies may be amalgamated by a special resolution. Two or more companies may be amalgamated under any one of the following descriptions:

(1) Amalgamation as a new company and the amalgamating companies shall lose their juristic person status.

(2) Amalgamation whereby one company still retains its juristic person status and other amalgamating companies lose their juristic person status.

Previously, a general shareholders’ meeting could have been validly convened even if the number of shareholders in attendance was one (1) single shareholder. Now, at least two (2) shareholders (or their proxies) must attend the meeting.

Now, the dividend payment must be completed (not merely sent out) within one month of the shareholders’ resolution date. Before, the word “completed” did not exist in this provision.

The following is CCC, Title 22, Chapter 4, Part IX, Sections 1238, 1239, 1240, 1241, 1242, and 1243

Now, one company will be able to merge with (and absorb) another company (e.g., A + B » A). This means that A will be entitled to the assets, rights, and liabilities of B.

Previously, the CCC only recognized amalgamations, whereby all the rights and liabilities of both merging companies would transfer to a newly incorporated company by operation of law (e.g., A + B » C).