FAQs: Corporate
Services
Corporate Secretarial
Q.
How often must a company hold shareholders' meetings?
A.
At least once a year.
Q.
Are circulated resolutions permissible under Thai law?
A.
For Board of Directors meetings, circulated resolutions
are allowed if provided for in the Articles of Association (By-Laws). However,
they are not allowed in the case of shareholders' meetings.
Q.
Does the concept of alternate director exist under Thai law?
A. No.
Q.
Is notice required to convene a shareholders' meeting?
A. Yes.
At least 7 days' notice prior to the meeting date is required
unless a longer period is fixed in the AOA.
Q.
Can shareholders appoint proxies to attend meetings in their stead?
A. Yes, unless
otherwise prohibited by the Articles of Association (By-Laws).
Q.
Do shares need to be fully paid-up?
A.
No. The minimum requirement is 25% of the par value.
Q.
Can shares be paid in kind?
A. Yes,
either assets or labor.
Q.
What is the minimum par value allowed?
A. Five
baht per share for private companies and any amount for public
companies.
Q.
Does super majority vote exist under Thai Law?
A. Super
majority vote is required by Thai law for certain matters such
as the amendment of objectives, increase or decrease of capital,
as well as other matters stipulated in the Articles of Association
(By-Laws).
Q.
Can the shares of a company be freely transferred?
A.
Yes, unless stipulated otherwise by the Articles of
Association (By-Laws).
(October 2, 2007)
The above is intended to
provide general information only. The contents do not constitute
legal advice and should not be relied upon as such. If legal advice
or other expert assistance is required, the services of competent
professionals should be sought.
For
further information, please contact Ms.
Piyanuj (Lui) Ratprasatporn, Partner and Director of Corporate
and Commercial Department (lui.r@tillekeandgibbins.com).
