Annual General Shareholders’ Meeting in Thailand
Shareholders’ Meeting consists of 2 types as below:
(A) Annual General Meeting of Shareholders (AGM) or Ordinary Shareholders’ Meeting
AGM should be held at least 1 time per year having the following agendas:
- Approval of the Minutes of the previous AGM.
- The Board of Directors report to the meeting for an activities of the company during the past year.
- To select the new director to replace the old who will be terminated
- To approve balance sheet, profit and loss statement accounts of company for the past year.
- To consider Dividends payment and appropriated legal reserve amount.
- Appointment of an auditor and remuneration.
- Other matters
- (B) Extra Ordinary Shareholders’ Meeting
Other kinds of the meeting that may be not frequently or held on proper time.
Procedure of Meeting
Shareholders’ Meeting: Normally, Shareholders’ Meeting will be held by the Board of Directors each year for at least 1 time by sending an invitation letter to all shareholders.
Extra Ordinary Shareholders’ Meeting: Extra Ordinary Shareholders’ Meeting will be held at proper time by the Board of Directors, in case of shareholders will hold the meeting, they must be group of at least 20% of shareholders and inform the Board of Directors for the purpose of invitation for meeting (director must do follow the shareholder’s request).
Invitation for AGM or Extra Ordinary Shareholders’ Meeting must follow and complete the following steps (revised law in year 2008):
9. To publish in local newspaper before 7 days (in case of Extra Ordinary Meeting for “Extra unanimously approval” must exceed 14 days).
10. To invite all shareholders for holding of the annual meeting via post with advice of delivery service before meeting date 7 days (in case of Extra Ordinary Meeting for “Extra unanimously approval” must exceed 14 days).
On meeting date the meeting will be done when there is at lest 25% of registered capital (sector 1178) or depends on what is stated in the Article of Association.
The matters which were not declared in agenda cannot be attended and discussed in the meeting, in case of still discuss this agenda this will be invalid.
Exact procedures of Annual General Meeting for Shareholders under Thai Law
According to enforcement of the Civil and Commercial Code sector 1175 regarding the “Sending of Invitation Letter for annual shareholders meeting”, it’s effect to the approval for the financial statement of year ended December 31, 2014, therefore all company must send the notice (letter) to invite all shareholders for holding of the annual meeting by post with advice of delivery service and must publish in a local news paper, both procedures require to be done at least 7 days before the meeting date (in case of Extra Ordinary Meeting for “Extra unanimously approval” must exceed 14 days).
Therefore to practice of the mentioned law, Panwa would like to advise you to follow carefully the procedures below:
- To enforce for company only.
- You are able to practice by yourself by sending invitation letter (notice) by post with advice of delivery service and must publish in a local news paper.
- The last date of annual shareholders meeting is April 30, 2015 and must send the invitation (notice) letter within April 22, 2015.
- Be kept as evident for advice of delivery post.
Please notice that;
5. To review information of name, address and amount of share to ensure if it’s real shareholder in order to avoid any accuse in law in the future.
6. Should inform all shareholders before sending.
7. According to amendment of incorporated law effective dated July 31, 2008, the company can reduce shareholder to be 3 persons, with this reason your company is applicable for its law to reduce the related cost.
8.The annual shareholder meeting must be held within 4 months from ending of accounting period refer to the Civil and Commercial Code sector 1196.
In case of request Panwa Group to provide the procedure of sending invitation letter and publish you must inform us within April 10, 2015, below is actual cost and services fee:
– Published fee paid to local newspaper Baht 800.
– Advice of delivery post in local (inside Thailand) is approximately Baht 37 per person.
– Advice of delivery post in oversea (Asia Pacific) is approximate Baht 125 per person.
– Service fee for conduct the above procedure is Baht 2,000.
– Service fee for preparing minute of Annual General Meeting (AGM) is Baht 2,000.
Below is sample “Invitation Letter