The shift toward online shareholder meetings in Thailand was initially driven by the COVID-19 pandemic as a necessary response to public health concerns. However, in the years since, virtual meetings have become a widely accepted and efficient method for corporate governance. Today, online shareholder meetings are considered standard practice, providing flexibility and accessibility for shareholders and companies alike. Despite this, many companies still face challenges in understanding the legal requirements imposed by Thai law, ensuring compliance with technical standards, and implementing best practices for seamless execution.

Legal Basis for Online Shareholder Meetings

The Emergency Decree on Electronic Meetings, B.E. 2563 (2020) (the “Emergency Decree 2020”) established the legal framework for conducting online shareholder meetings in Thailand. The decree permits companies to hold their shareholder meetings electronically, provided they meet specific statutory requirements. Some provisions of the Emergency Decree have since been incorporated into the Thai Civil and Commercial Code (CCC), while others—particularly those related to the technical requirements of online meetings—have not. This often leads to confusion regarding which requirements apply. The answer is straightforward: both. The Emergency Decree remains in force, meaning that all its requirements must still be strictly observed.

Importantly, the Board of Directors has the discretion to determine whether meetings are held digitally or in person. However, opting for an online meeting requires careful planning to ensure compliance with both corporate regulations and the provisions set out in the Emergency Decree 2020.

Key Legal and Technical Requirements

1. Choosing an Appropriate Platform

Under Thai law, the online platform used for shareholder meetings must be secure, stable, and capable of maintaining transparency in the decision-making process. This includes providing functionalities for electronic voting and identity verification. Popular platforms such as Zoom and Microsoft Teams can be used, but they must include features that allow for:

• Real-time voting with clear identification of shareholders
• Secure authentication mechanisms to prevent unauthorized access
• Proper recording and documentation of the meeting

2. Voting Mechanisms and Compliance with Thai Law

One of the most critical aspects of an online shareholder meeting is ensuring the integrity of the voting process. According to the Emergency Decree 2020, the voting system must:

• Allow only eligible shareholders to vote
• Ensure each share is counted as a single vote
• Maintain the anonymity of voters when necessary
• Enable both regular voting and poll-based voting

Additionally, under Section 1184 of the Thai Civil and Commercial Code (CCC), shareholders are only entitled to vote if all calls due on their shares have been fully paid. The company’s Articles of Association may impose further voting restrictions or requirements, which must be followed accordingly.

3. Registration, Enrollment, and Identity Verification

Before a shareholder meeting can proceed, companies must implement a robust registration and verification system. This includes:

• Pre-registration: Shareholders must register for the meeting in advance.
• Identity Verification: Shareholders and proxy holders must verify their identities using a secure method, such as ID uploads, one-time passwords, or biometric authentication.
• Proxy Voting: Proxies must be registered according to Section 1188 of the CCC, which mandates that proxy documents include details of the shareholder, the proxy holder’s name, and the specific meeting for which the proxy is valid.

4. Documentation and Data Retention

Companies must ensure that comprehensive records of the meeting are maintained. According to the Emergency Decree 2020, audio or audiovisual recordings must be kept unless the meeting is confidential. Additionally, metadata, including electronic traffic data of attendees, must be stored as part of the official minutes.

5. Notice and Invitation to Shareholder Meetings

Notifying shareholders about a general meeting must be done in accordance with Thai corporate law. Under Section 1175 of the CCC:

• Notice of a general meeting must be sent at least seven days in advance.
• If a special resolution is to be adopted, notice must be sent at least fourteen days in advance.
• The invitation must specify the meeting format (in-person or online), the agenda, and detailed login and verification instructions.

6. Conducting the Meeting and Ensuring Compliance

Once the meeting commences, companies must ensure compliance with legal formalities, including:

• Chairmanship: The chairman of the board presides over the meeting. If unavailable, shareholders may elect a substitute chairman.
• Quorum Requirements: At least two shareholders or proxies representing at least 25% of the company’s capital must be present (Section 1178 CCC). The Articles of Association may impose stricter requirements.
• Meeting Minutes and Records: Comprehensive minutes must be taken, documenting decisions, discussions, and voting outcomes. These records must be stored securely and made available to shareholders upon request.

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