THAILAND | Corporate Governance Changes

The Thai Civil and Commercial Code Amendment Act (“Act”) brings substantial corporate governance changes. It alters the requirements on corporate governance and the constitution of private companies.

The corporate governance changes is effective from  February 16, 2023. The main changes are as follows:

Minimum number of shareholders

The minimum number of persons to establish a private limited company (“Promoters”) are reduced from three to two.

Telematic Board of Directors Meeting

The Act allows a director to attend meetings of the Board of Directors remotely online, unless prohibited by the company’s articles of association.

Number of shareholders required for a General Shareholders Meeting

Additionally, to reach a quorum for a general shareholder meeting, the Act requires at least two shareholders present, and those representing at least 25% of the total share capital must be present to adopt a resolution.

New Concept of Merger

Accordingly to the current Civil and Commercial Code, merger is defined on the basis of the ” amalgamation concept”. This means there is a minimum of two companies merging and creating a new company, whilst all amalgamating companies are dissolved.

Also, the Act introduces the so-called “merger concept”. Therefor, ifthe merging companies remains in existence, while other merging companies will be liquidated and cease to exist.  

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