Due to the COVID-19, the Department of Business Development (DBD), in 2021, granted some flexibility. This was regarding the deadline for holding the required Annual General Meeting (AGM) of Shareholders of Business in Thailand. However, there is no longer any flexibility in this year, 2022.
Public and Private Limited Companies must hold the AGM within four months of the fiscal year’s end. This is in accordance with the rules for filing the financial statements for the fiscal year 2021. The AGM for businesses whose fiscal year ends on December 31, 2021, must be by the end of April 2022.
How To Hold The Annual General Meeting in Thailand Correctly?
If a company has more than one director, the Board of Directors must approve the calling of the Annual General Meeting in Thailand. Unless otherwise specified in the company’s articles of association has some default methods of circulation. The invitation letter must be printed in a local newspaper and delivered personally or by registered mail to each shareholder. This is for all those shareholders whose name appears on the register at least seven days before the AGM date.
The Emergency Decree on Electronic Meetings B.E. 2563 (2020) has made it possible for businesses to hold virtual meetings using electronic media. Therefore, this eliminates the need for attendees to be physically present as of April 2020. However, E-Meeting must adhere to the guidelines set forth by the Ministry of Digital Economy and Society. This is for the maintenance of security for electronic meetings. It is necessary to take minutes of the meeting and to properly record the meeting.
During financial statements audit, a copy of the AGM minutes must be there with the DBD for public companies. This is in addition to the Annual Report.
Joint ventures and foreign companies with branch or representative offices in Thailand need not hold annual general meetings for partnerships.
There is a delay fine on the basis of the signing requirements of the directors on the company’s affidavit. The delay in holding the AGM will attract a fine of THB 6,000 per company and THB 6,000 per director.
List of Shareholders for Annual General Meeting in Thailand
Private Limited companies must submit the List of Shareholders to the DBD. Note that, it is mandatory to do so following the AGM within 14 days of the AGM date. Whereas, public limited companies must do so within a month.
Previously, any limited company had the option of electronically filing the audited financial statements. Same goes for the List of Shareholders if it missed the deadline of 14 days for doing so. There is no penalty or fine for submitting these after the fiscal year as long as it is done in same month.
Such adaptability, though, no more exists. Companies will attract a fine of THB 2,000 per director. This is if the company fails to submit the list of shareholders within 14 days from the AGM date. A company that requires two directors to sign together for the company will be subject to a fine of THB 4,000. This has been in place for a while, but the DBD claims that it will be strict this year.
Additional Report for BOI Company
The annual operation report for a BOI promoted company must also be with the Board of Investment by July 31, 2022. The information needed for the BOI annual report can be quickly linked to and extracted from the Revenue Department database. It is possible using the e-submission system after the company’s proper filing of the financial statements and PND. 50 with that department.
The Bottomline
The Department of Business Development of Thailand along with the BOI and Revenue Department often makes announcements for the benefit of the business-class community. As they show benevolence for business owners, similarly, they are very stringent with their regulations as well. Therefore, it is very essential for business persons, especially foreigners, to hire some corporate legal firm to take care of all these.
Konrad Legal is one of the premium full-service law firms in Thailand, operating from Bangkok who can prevent you from falling in any administrative mess. You may schedule a free round of consultation with us or email us your requirements at [email protected].
