You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

April 20, 2020

Thailand Eases Restrictions on Electronic Board and Shareholder Meetings

Subscribe to Updates

From April 19, 2020, Thai law will allow board meetings and shareholders meetings to take place entirely via electronic means, and attendants will no longer be required to be physically present in Thailand.

Prior to this change, the default requirement under Thai law was that all corporate meetings had to be physically attended at a predetermined place, date, and time. Although this was partially eased by Announcement of the National Council for Peace and Order No. 74/2557 on Teleconferences through Electronic Means (the Old Law), which allowed electronic attendance in limited circumstances from June 27, 2014, few companies considered the Old Law to be a practical alternative to physical attendance. Electronic attendants still had to physically be in Thailand, and at least one third of the quorum was required to attend the meeting physically. 

In light of the COVID-19 pandemic however, recent and unprecedented city lockdowns, international travel bans, and discouragement of gatherings have made physical board or shareholder meetings exceptionally challenging. Many companies have been forced to postpone their annual general meetings, which are, for most companies, still due by end of April.

The Royal Thai Government has therefore relaxed the limitations under the Old Law through the Royal Decree on Teleconferences through Electronic Means B.E. 2563 (2020) (the New Royal Decree), which came into force on April 19, 2020 replacing the Old Law. 

The key elements of the New Royal Decree are as follows:

  • All attendees can attend meetings via electronic means, such as by phone or video call, from anywhere in the world.
  • There is no physical attendance requirement.
  • Attendees must have their identities verified before the meeting starts.
  • All attendees are able to vote during the meeting (whether disclosed voting or secret voting).
  • An audio or audiovisual recording of the entire meeting must be taken, except for secret meetings.
  • The electronic traffic data of every attendee must be kept as evidence.
  • Minutes of the meeting must be documented.
  • The notice (and enclosures) calling for the meeting, can be distributed via e-mail instead of the standard postal requirement. If so, they must be properly kept as evidence by the meeting organizer.

The Ministry of Digital Economy and Society (MoDES) will issue a new announcement on security standards in due course. Until then, the existing security standards issued under the Old Law shall continue to be in use to the extent that they do not contradict the New Royal Decree. Current security standards include, inter alia, the use of a reliable control system at the IT-security level under the electronic translations law; the need for attendees to be able to view the data being presented via their own devices; and the ability of the chairperson to disconnect communication from any individual attendee in case of emergency.

As with the Old Law, the New Royal Decree is expected to apply to board meetings and shareholders meetings of both private and public Thai companies, as well as meetings of partnerships, trade associations, and chambers of commerce.

Download Full Article
Related Professionals

Practices

Corporate/M&A

Location

RELATED INSIGHTS​ 

October 30, 2025
Recent events at a Thai listed company, where a proposal to remove the director was not successful, amid claims that a competitor was attempting to gain control of the company, illustrate how disputes over corporate control can unfold differently at the board level and shareholder level. At the board level, removing directors of a listed company mid-term to gain corporate control is not an easy task under Thai law, as it requires a higher threshold than appointing a new director, which typically only requires a simple majority vote in a listed company. At the shareholder level, Thailand’s tender offer and competition regimes add complexity where different shareholder groups act in concert to remove opposing board representatives or otherwise influence control. In this article, we will explore why the attempted removal of a director may fail, and how the tender offer regime may apply. Key Issues at a Glance Shareholder groups may seek to convene meetings to propose changes to board composition or company authority. Such proposals can be delayed or complicated by regulatory requirements and the need for additional disclosures. Regulatory authorities and minority shareholders may raise concerns when major shareholders coordinate to influence board control, especially if such actions could trigger tender offer or merger control obligations. Companies often respond by seeking further information on shareholder relationships and potential conflicts before proceeding. Why the Director Removal Failed Under Section 76 of the Public Limited Companies Act B.E. 2535 (as amended), the early removal of a director requires two conditions to be satisfied at the same meeting of shareholders: Headcount test: At least 75% of shareholders attending and entitled to vote must vote in favor. If multiple shareholders appoint the same person as proxy, each proxy is counted as a separate head for the purpose of the headcount test,
Read More
October 24, 2025
On October 22, 2025, the Thai government posted a directive not to grant gambling licenses for gambling involving poker nationwide to crack down on illegal gambling activities. The directive was issued by Thailand’s Ministry of Interior to align with government policies to prevent the legalization of all types of gambling businesses, including poker as a sporting activity. This will result in the revocation of poker activities as sport and institute a strict ban on such activities nationwide. Businesses should note the new government’s strict approach toward gambling activities as the legal situation regarding gambling in the country continues to draw close attention.
Read More
October 1, 2025
In September 2025, Thailand’s Securities and Exchange Commission (SEC) accused a company listed on the Stock Exchange of Thailand (SET), including its current and former directors, of concealing material information in connection with its filing registration and draft prospectus. This recent enforcement action demonstrates the serious consequences of making false statements or appearing to conceal material information in IPO filings and ongoing disclosures. In addition to being subject to criminal penalties, such actions can impact the eligibility of directors and executives to serve and may cause lasting reputational damage. Key Legal Risks The Securities and Exchange Act B.E. 2535 (1992) (as amended) imposes strict liability for making false statements or concealing material information in IPO registration statements and draft prospectuses. In such cases, investors can claim for damages, and there are also criminal penalties, including imprisonment for up to five years and substantial fines, may apply to the company, its directors, and responsible officers. However, misstatements or omissions in IPO filings do not, by themselves, disqualify directors or executives from holding office, whether arising from an SEC accusation or even a final court judgment. In contrast, for ongoing disclosures after listing, such as financial statements, annual reports, and meeting notices, false or misleading statements or concealment of material information can result in not only criminal liability but also immediate disqualification of directors and executives. If the SEC accuses a listed company or its directors or executives of such misstatements or omissions, those directors or executives are immediately disqualified from their positions, even before a final court judgment. Director and Executive Qualifications Directors and executives must meet the SEC’s specified standards of trustworthiness, as set out in the relevant rules. The SEC clearly defines characteristics that are considered to demonstrate a lack of trustworthiness. For ongoing disclosures, being involved in
Read More
September 30, 2025
Vietnam’s higher education system is at a pivotal stage of reform, with the government taking decisive steps to strengthen its policy and regulatory framework. In response to obstacles encountered during the implementation of the Law on Higher Education, issued in 2012 and amended in 2018, the third draft of the amended Law on Higher Education (Draft Law) is scheduled for submission to the National Assembly in October 2025. The Draft Law reflects the state’s commitment to aligning the education sector with international standards while addressing persistent structural challenges. The Draft Law emphasizes clarifying institutional mandates, enhancing accountability, and modernizing governance models to enable higher education institutions to operate with greater autonomy and efficiency. Against this backdrop, we outline below several notable provisions of the third draft and their potential implications for higher education institutions (HEIs) in Vietnam. Applicable Entities In addition to HEIs as defined and covered under existing legislation, the Draft Law extends its scope of applicable entities. The current Law on Higher Education does not regulate training institutions under state agencies, the armed forces, or political and social organizations, nor does it provide specific provisions for institutions offering only postgraduate education. To address this, the Draft Law introduces the term “institutions with higher education activities,” expanding its scope to include: (a) academies and research institutes established by the prime minister, mandated to provide doctoral-level training; (b) educational institutions affiliated with state agencies, political organizations, socio-political organizations, and the people’s armed forces, authorized to offer higher education programs in their specialized fields; and (c) institutions established pursuant to international treaties or by decision of the prime minister, with authorization to deliver certain levels of higher education. The inclusion of “institutions with higher education activities” represents a significant development both legally and institutionally. In an increasingly diversified higher education
Read More