Publication via electronic media

As an alternative to traditional newspaper publication, any notification, warning, advertisement or publication of any statement regarding a public limited company, e.g., publication of the notice of the shareholders meeting, can be made through electronic media, according to the criteria prescribed by the public limited companies registrar ("Registrar"). 

Sending documents via electronic means

Under a declaration of intention or the consent of directors, shareholders or creditors, a public limited company or its board of directors is allowed to send letters or documents required under the Public Limited Companies Act B.E. 2535 (1992), as amended (PLCA) to those persons via electronic means, according to the criteria prescribed by the Registrar.

In case of shareholders calling the shareholders meeting themselves under the PLCA, they are also allowed to send notice to shareholders via electronic means if the declaration of intention or the consent has been granted or made to the public limited company or the board of directors. 

Electronic meetings

Before the PLCA No. 4 took effect, the board of directors meeting and shareholders meeting of a public limited company could be held via electronic media under the Emergency Decree on Electronic Meetings, B.E. 2563 (2020). The PLCA No. 4 restates that the board of directors meeting and shareholders meeting can be held via electronic media according to the law on electronic meetings, unless electronic meetings are prohibited under the articles of association of the public limited company.

Under the PLCA No. 4, the head office of the public limited company will be deemed to be the place where the electronic meeting is held.

Calling of a board of directors meeting by two directors

If there is a chairperson of the board of directors the chairperson of the board of directors will be the person calling the board of directors meetings.

If there are reasonable grounds, or if it is necessary to preserve the rights or benefits of the public limited company, at least two directors may jointly request that the chairperson call a board of directors meeting. This is provided that the matter, and the reasons for proposing the matter for consideration, are indicated therein. 

If the chairperson does not call and fix the date of a board of directors meeting within 14 days of the directors' request, the directors who make the request may jointly call and fix the date of the meeting within 14 days after the end of the period described.

If there is no chairperson of the board of directors the vice-chairperson will call the board of directors meetings.

If there is no vice-chairperson, at least two directors may jointly call a board of directors meeting.

Reduced notice period for calling board of directors meetings 

The advance notice period for calling a board of directors meeting will be reduced from seven days to three days. 

In the case of necessity or urgency, in order to preserve the rights or benefits of the public limited company, a notice of the board of directors meeting can be sent via electronic media or by other means, and an earlier date for the meeting may be set.

Appointment of a proxy via electronic media (e-proxy)

As an alternative to a traditional written instrument of appointment of a proxy, a shareholder may appoint a proxy to attend and vote for the shareholder at a shareholders meeting via electronic media (e-proxy). This is provided that the means are safe and can be believed that the appointment is made by the shareholder, and in accordance with the criteria prescribed by the Registrar.