The amendments to the Civil and Commercial Code (“CCC”) will come into effect on 7 February 2023, after being published in the Government Gazette on 8 November 2022. (please click HERE for more information). One of the key changes pertains to the requirement for publishing notice of a shareholder’s meeting. The new amendment eliminates the requirement for a newspaper publication, except in cases where share certificates are issued to bearers that the newspaper publication, either physical or electronic, is still required.
The Department of Business Development (“DBD”) has clarified the publication requirement for notice of a shareholder’s meeting under the new amendments on its website. According to the clarification, if the articles of association (“AOA”) of a company that issued only named share certificates specify a requirement for newspaper publication according to the existing CCC provision before the amendments to the CCC, the company must still require a newspaper publication according to its AOA. If the company wishes to eliminate such requirement, it must prior amend the articles relating to such requirement in its AOA to align with the CCC amendments.
As the amendment to the AOA must be approved by the shareholder’s meeting, the company may consider amending its AOA immediately after the effective date of the amendments to the CCC, or it may continue the current practice until the next scheduled shareholder’s meeting; for example, the next annual general meeting of shareholders within April 2023 for companies with a financial year ending 31 December 2022.
Authors:
Peangnate Sawatdipong
Bio: Peangnate is a Partner at Chandler MHM Ltd. (CMHM) and has been with the firm since 1985. She specializes in corporate law, and has extensive experience in: advising foreign investors on establishing private companies in Thailand; in assisting with company registrations; in obtaining foreign business licenses or certificates with the Company Registration Office, Ministry of Commerce, Board of Investment promotion, and with obtaining licenses issued by the Industrial Estate Authority of Thailand.
Contact info: Tel. +66 2009 5156 E: peangnate.s@mhm-global.com
Sawanee Gulthawatvichai
Bio: Sawanee is a Senior Associate at Chandler MHM Ltd. (CMHM) and has been with the firm since 2012. She specializes in mergers and acquisitions, corporate and investment law, labour law, Oil & Gas law and has particular expertise regarding corporate structuring / restructuring, business transfer transactions and company incorporations.
Contact info: Tel. +66 2009 5154 E: sawanee.g@mhm-global.com
Sirawan Fuengfoosin
Bio: Sirawan is a Senior Associate at Chandler MHM Limited (CMHM) and has been with the firm since June 2012. She has represented both foreign and Thai clients in preparing applications for investment promotion to the Board of Investment, and applications for foreign operation under the Foreign Business Operation Act.
Contact info: Tel. +66 2009 5174 E: sirawan.f@mhm-global.com
Pawee Jongrungrueang
Bio: Pawee is an Associate at Chandler MHM Limited (CMHM) – focusing on end-to-end processes of both public and private M&A transactions. This includes addressing the legal issues of concern, preparing transactional documents, and completion of transactions. His professional experience includes advising clients on a broad range of matters with various industries. Prior to joining CMHM he had extensive experience working with another leading international law firm in Bangkok.
Contact info: Tel. +66 2009 5150 E: pawee.j@mhm-global.com