Government relief measures on holding Annual General Meeting (AGM) of Juristic Person under COVID-19 situation

In Brief
Due to the current COVID-19 situation in Thailand is effectively controlled and prevented by the government, consequently, the measures on restrictions of activities of Juristic Person have been relieved for public and business sectors to operate daily transactions continuously.
Therefore, the Juristic Person who is required, according to the law, to appoint the shareholders and related attendees to attain the Annual General Meeting (AGM) would be able to hold the meeting with physical presence of the shareholders and attendees in the meeting or participate the juristic person’s activities in venues. This is one of the activities which has been eased and be allowed to proceed. Notwithstanding, the protection and suppression policies on COVID-19 spreading issued by the government shall still be followed and implemented in a proper manner.

Key Takeaways
On 2 November 2020, the Department of Business Development (“DBD”)) has announced a notification regarding the setting up of Juristic Person’s meeting re: Setting up the Annual General Meeting of Juristic Person under prescriptions of Section 9 of the Emergency Decree (No.10, B.E. 2548).
The key objective of this notification is to repeal the previous notification concerning the postponement for setting up the Annual General Meeting which was announced on 4 March 2020 during an intense spread of COVID-19 in Thailand.

Recommended Actions
The Notification will be enforced on 1 December 2020 onward and any limited company, public company limited, scheduled the date of fiscal year on (or prior) 31 July 2020 and has not been held the company Annual General Meeting, are obliged to proceed as follows:
1) Annual General Meeting should be held in the period commencing from now on until 30 November 2020 and the juristic person is also required to file the list of shareholders and financial statement by the timetable below:

Type of Legal Entity Meeting Filing the List of Shareholders Filing the Financial statement
Company Limited Within 4 months from end of fiscal year date Within 14 days from the Annual General Meeting of Shareholders Within 1 month from the day that financial statement has been approved by the General Meeting
Public Company Limited Within 1 month from the ending date of the meeting
Association Within 120 days from end of fiscal year date Within 30 days from the general meeting date

2) In the event that the company is unable to set up the Annual General Meeting in time, the company must file the Letter of Explanation to the DBD to explain the reason of not setting up the Meeting. The Letter may be submitted online or hand over directly at the DBD office or Offices of Business Development (zone 1-6) or any Provincial Commercial Offices before 4 January 2021.

Conclusion
The balance-sheet must be submitted to the General Meeting for approval within four months as from its date. In case that the company fails to submit the balance-sheet to the Meeting on time as prescribed, it shall be punished by paying a fine for 6,000 Baht and the director shall also pay a fine for 6,000 Baht per person.
Should you have any further inquiries or require any assistance, please let us know.
Yours sincerely,

Somphob Rodboon

Managing Partner
somphob.r@ilawasia.com
iLawAsia Co., Ltd.

Jessupa Na Pomphet

Associate
jessupa.n@ilawasia.com
iLawAsia Co., Ltd.

Nattaya Mahakunakorn

Associate
nattaya.m@ilawasia.com
iLawAsia Co., Ltd.


Signing Ceremony on Memorandum of Understanding (MoU) with iLAWASIA Co.,Ltd.


Mr. Somphob Rodboon, on behalf of iLAWSIA Co.,Ltd. and Mr. Sovannarith HENG, Commercial Attaché of Cambodia are signing on Memorandum of Understanding (MOU) between The Royal Embassy of Cambodia to the Kingdom of Thailand and iLAWASIA Co., Ltd. In this regard, His Excellency Mr.Ouk Sorphorn, an Ambassador of The Royal Embassy of Cambodia and Mrs.LAY Chanrasmey, Counsellor, are eye-witness on this signing ceremony which held at Royal Embassy of Cambodia to the Kingdom of Thailand, on 16 October 2020.


The purpose of this MOU signing is to strengthen and facilitate the business and trade across Cambodia and Thailand. The engagement also appointed iLAWASIA as trusted legal consultancy service which encourages private sector for investment and increasing confidence of Cambodia-Thailand business community.


Thai and Cambodian investors can be contacted directly to Royal Embassy of Cambodia to the Kingdom and The Embassy undertakes to refer to all enquiries to iLAWASIA as legal consultant and business advisory in the areas of commercial contract, legal protection, labor management, dispute resolution, as well as legal compliances and risk management under laws and regulations of two countries, which will be brought on facilitation and encouragement of sustainable development goals.


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