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Conditions for a qualifying virtual meetings (Board of Directors’ & Shareholders’ Meetings) – Thailand

Many organizations may already be aware that the Thai law recently allows many types of juristic person to convene meetings electronically due to COVID19 situation.  Such relaxation is provided in the Royal Decree Re: Electronic Meeting 2020[1] (“RD”).  However, managers of the meeting must be reminded that there are conditions which must be satisfied to hold a valid virtual meeting, which can be admitted as evidence in the court of justice. Unlike the previous regulation[2] regarding electronic meetings, the RD allows for: (i) service of notice/invitations calling for meetings can be validly given by email; and, (ii) none of the attendees need to be in Thailand during the meeting.  Nevertheless, it is critical to note that in order for the meeting to qualify as a valid one under the RD, the manager of the meeting must ensure that the following conditions are satisfied: :
  1. Arrangement to identify an identity of all attendees before the meeting starts;
  2. An audio or audiovisual recording of the entire meeting must be recorded except for confidential (secret) meetings;
  3. Keep all electronic traffic data (log file) of every attendee as evidence;
  4. Provide for procedures to enable every participant to vote, for both secret and non-secret votes;
  5. Prepare and produce minutes of the meeting;
  6. In case there is provision of meeting fee for physical meeting, attendees must be provided with the same fee for E-meeting; and
  7. To satisfy the securities standards as set-out by the Ministry of Digital Economy and Society.
Details of the final condition can be viewed here: View PDF It is our understanding that most E-meeting applications/programs satisfies the conditions. The RD applies to board of directors’ meetings and shareholders meetings in both private and public companies as well as all meetings of partnerships, associations, foundations, and chambers of commerce. [1] As published in the Government Gazette, Volume 137, Legislation Issue, Part 30 Kor, Page 20-23 (April 19, 2020) [2] The previous rules: The announcement of the National Council for Peace and Order No. 74/2557: Re. Meeting via electronic means (June 27, 2014) Please click the link below to read the article. View PDF

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