DLO Update Regarding Changes to the Annual General Meeting (AGM) of a Company Limited

Ordinarily a company limited must hold its shareholder AGM within 4 months from the end of its financial year. Thus, for most companies with their financial year ending on 31 December, this means that they must hold their 2021 AGM by Friday April, 30. However, the Department of Business Development (DBD) has recently issued an announcement which gives more time for the holding of an AGM, the key details of this update are as follows:

The permitted delay applies to juristic persons (including private limited companies) with their fiscal year ending between 26 December 2020 and 31 December 2020. Under this announcement an AGM can be adjourned for up to one month counting from the date originally specified for the original AGM, provided that the company submits a letter of explanation detailing the reason behind the delay, such as the effect of COVID-19. Following a company limited holding an adjourned AGM it shall be required to submit the following documents to the DBD:

a. A letter of explanation explaining the reason for the delay, this must be submitted via the online channel on the DBD’s website (www.dbd.go.th);
b. Share register (form BorOrJor.5) to be filed online with the DBD within 14 days from the date of the adjourned AGM meeting;
c. Financial statements to be filed concurrently with the certified public accountant’s report and accompanying notes to the financial statements, within one month from the date of the shareholders meeting.

However, this announcement shall only apply to juristic persons which have their registered office located in one of the 18 provinces which falls into the maximum regulated area (for COVID).

DLO would also like to point out that an AGM can be held via electronic media in accordance with the Emergency Decree on the Electronic Media Conference 2563.

If your company limited needs legal support with holding its AGM or preparing associated documentation for its AGM then please contact our corporate law team:
Khun Chalapun Jen – chalapunj@dlo.co.th
Ryan Crowley – ryan@dlo.co.th