On May 23, 2022, the Public Limited Companies Act (No. 4) B.E. 2565 (2022) was approved and published in the Government Gazette. The updated law amends the previous version of the Public Limited Companies Act by formally allowing board of directors (BOD) and shareholders’ meetings to be held electronically, and amending corporate approval processes for public limited companies. The new act came into effect the day after its publication, but full implementation of certain amendments will only become practical after the issuance of various related subrules and subregulations. The key elements of the new act are described below. Electronic Dissemination of Company Notices and Advertisements Under the previous version of the Public Limited Companies Act, required company notices, statements, and advertisements had to be published in a local newspaper where the company is located, for at least three consecutive days. However, the amended act allows such notices, statements, and advertisements to be sent via electronic means, though the process must comply with subregulations to be issued by the Department of Business Development (DBD). Electronic Delivery Options for Documents The amended act allows public limited company notices or documents to be sent to company directors, shareholders, or creditors electronically instead of by registered mail, as long as the recipients have consented to receive such documents via electronic means. Electronic delivery of documents must comply with subregulations to be issued by the DBD. Additional Individuals Authorized to Call BOD Meetings In keeping with the previous version of the law, the amended act grants the chairperson of the BOD the authority to call a board meeting, and allows any two directors to jointly request that the chairperson call a meeting, in which case the chairperson must call the meeting within 14 days. The amended act further stipulates that if the chairperson does

Thailand’s Personal Data Protection Act B.E. 2562 (2019) (PDPA) entered into force in full on June 1, 2022. The PDPA, which contains similarities to the EU’s General Data Protection Regulation (GDPR) introduces obligations and restrictions relating to the collection, use, and disclosure of personal data in Thailand. While the new law applies to franchisors and franchisees in the same way that it applies to other businesses, there are a number of issues that are of specific importance in franchise businesses. As franchisors and franchisees have the power and duty to make decisions concerning the collection, use, and disclosure of customers’ and employees’ personal data in the course of their operations, they are considered “data controllers” under the PDPA. The Trade Competition Commission of Thailand, via its Notification on the Guidelines for the Consideration of Unfair Trade Practices in Franchise Businesses issued under the Trade Competition Act B.E. 2560 (2017), defines a franchise relationship as one which, among others, involves an element of control by the franchisor over the business operations of the franchisee. It follows then that in some situations, franchisees’ collection, use, and disclosure of personal data will be according to the instructions of their franchisors. In such circumstances, a franchisee will be considered a “data processor” under the PDPA. Whether acting as data controllers or data processors, franchisors and franchisees must nonetheless comply with the requirements of the PDPA in the course of their operations. To ensure their activities are in compliance with the law, franchise businesses should consider five major actions: 1. Auditing existing data collection and retention practices Whether operating online or via a brick and mortar shop, it is increasingly common for franchise businesses to store and process customers’ personal data. This may include the storage and transmission of credit card information for auto-billing

On April 4, 2022, Myanmar’s State Administration Council (SAC) established the Foreign Exchange Supervisory Committee (FESC) to approve foreign currency conversion, make exemptions to foreign exchange restrictions, and permit overseas foreign currency transfers. The formation of the FESC was made official with the May 13, 2022, publication of the SAC’s Order 28/2022 in the Government Gazette, which appointed six individuals to the new committee. The FESC is the focal body tasked with implementing Myanmar’s recently adopted policy of requiring conversion of foreign currency transfers and balances to local currency. Since the policy was instituted in April 2022, the Central Bank of Myanmar issued further clarifications and instructions for banks authorized to handle foreign currency, responded to concerns from foreign investors by exempting certain foreign investment projects from the conversion requirement, and relaxed the currency conversion requirements for trade at the Chinese and Thai borders. The FESC supervises the flow of foreign currencies for domestic and foreign investment, manufacturing, exports and imports, and service businesses (including education- and health-related initiatives). The FESC is specifically responsible for considering and approving the use of foreign currency for the following: Importation of machinery, vehicles, equipment, and raw materials needed for the foreign investment and manufacturing; Importation of fuels, medicines, cooking oils, fertilizers, insecticides, and construction materials that are not available in the domestic market; Myanmar citizens’ social matters, such as going abroad for purposes of medical treatment, education, or religious activities; Importation of general goods, repayment of loan and interest payments to lenders in foreign countries, service payments, and repatriation of profits from investments; and Imports of various luxury products (e.g., brand-name goods, jewelry, sport cars, watches, etc.). The FESC will also perform other duties relating to foreign exchange management as assigned by the SAC. For more details on these foreign exchange developments,

A recent notification (No. 20/2022) from Myanmar’s Ministry of Planning and Finance requires all companies and organizations in Myanmar, including nonprofits, to apply for a taxpayer identification number (TIN) by June 30, 2022, or within 90 days of establishment. TINs were stipulated in the Tax Administration Law 2019, but up until this notification there had been no clear mandatory implementation. The notification, which took effect on April 1, 2022, signals the government’s intention to improve tax management tasks in the country, offer more efficient tax services, and streamline taxpayer registration procedures in Myanmar. The section of the Tax Administration Law about TINs states that the Internal Revenue Department is responsible for determining and issuing each TIN. In accordance with this, the notification requires that any entity that was formed and registered (i.e., at the Directorate of Investment and Company Administration, or—for nonprofits—at any government department or organization) before April 1, 2022, must apply for a TIN by June 30, 2022. Those established or registered on or after April 1, 2022, are to apply for a TIN within 90 days of registration. After registering for a TIN, taxpayers must use the number for all tax-related purposes—including income tax, commercial tax, and special excise tax—as well as for liaising with the Internal Revenue Department (e.g., to submit tax returns), making payments, importing goods, applying for exporter and importer licenses, and conducting business transactions (e.g., tenders). For more details on these TIN requirements or any aspect of taxation regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].