As the amendment eases certain requirement relating to an e-meeting, minimum number of the promoters and shareholders, the process for summoning the shareholders’ meeting and determining new scheme of merger and amalgamation, many companies is seeking to revise its Articles of Association to enjoy more relaxed requirement under the new amendment.
The amendments related to the limited companies are as follows:
Key areas of amendment | Before amendments | Amendments |
1. Minimum number of promoters and shareholder for establishing a limited company | - At least three persons can establish a new limited company.
| - At least two persons can establish a new limited company.
- As a result of this change, a company can ask the court to order it to be dissolved if the number of shareholders is reduced to one, or for any other reasons affecting the existence of the company’s business.
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2. E-meeting of the Board | - The company can conduct e-meeting according to the Royal Decree Re: E-meeting B.E. 2563
| - A director can attend a meeting of the board of directors without needing to be present in person unless the Articles of Association of the company stipulate otherwise.
- As a result, the company can conduct the Board meeting by means of technology communication according to the Royal Decree Re: E-meeting B.E. 2563.
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3. Notice of shareholders’ meetings being called | - Notice of a shareholders’ meeting being called must be published in local newspaper and sent by registered mail with return receipt.
| - Notice of a shareholders’ meeting being called must be sent by registered mail with return receipt.
- For a shareholder holding a bearer share certificate, notice must be published in a local newspaper or by electronic media in addition to being sent by registered mail with return receipt.
- The new regulation relating sending notice by electronic media will be announced soon.
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4. Minimum number of attendees of shareholders’ meetings | - It does not fix the number of shareholders to attend the meeting.
| - At least two shareholders or their proxies must attend shareholders’ meetings.
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5. Prescribed period for paying dividends to shareholders | - The payment of dividends must be done within one month of a company declaring dividends that is not clearly stated that the shareholders must receive the payment within one month from the date of declaration.
| - The CCC will now specifically state that dividends must be paid out to the shareholders within one month of a company declaring dividends
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6. Amalgamation/Merger | - The amalgamation is taken where two or more limited companies are combined to form a new limited company
| - The amended CCC will allow amalgamation to take place in the following cases:
(1) Where two or more limited companies are combined to form a new limited company. (2) Where one or more limited companies are merged into an existing limited company and such merged companies cease to be legal entities. - A period for creditor to object such amalgamation is reduced from 2 months to one month from the date receiving the notice of the company.
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In this circumstance, it is now the time for you to review the Articles of Association (“AoA”) of your company whether the provisions set out in the AoA are aligned with the above key areas of amendment.
Mazars’ legal team can help your business with a reviewing of the Company’s AoA and giving a legal advice on implementing the amendment of AoA where are required in accordance with the amendment of the CCC. Contact us to see how we can help you.
