Before September 10, 2008, private companies in Thailand had a fair amount of flexibility in holding meetings of the Board of Directors. On that date, however, Thailand’s Ministry of Commerce (MOC) issued an announcement to revoke many of these flexible practices. Directors are no longer allowed to appoint proxies to attend and vote at the meetings; the directors must attend the meetings themselves. Circulated resolutions and conference via electronic means are also no longer allowed. The only flexible practice that remains in place under the present practice of the MOC is that meetings are allowed to be held either in Thailand or outside Thailand, if the latter is permitted in the company’s articles of association; otherwise, the MOC has viewed that meetings shall be held in Thailand. This article examines the consequences of the MOC’s revised approach.
Piyanuj (Lui) Ratprasatporn
Partner and Director, Corporate & Commercial