Directors or Shareholders Abroad: How to Hold a Company Meeting Online So It Is Legally Valid

Who this is for, and the main points

This guide is written for limited companies whose directors or shareholders are located abroad — for example, companies with foreign shareholders, or directors who have moved to work outside Thailand, and who need to hold a meeting without flying back. It does not cover public limited companies, which are governed by their own legislation.

There are 3 main points.

1. Meetings can be held online, and participants may be outside Thailand under the Emergency Decree on Electronic Meetings B.E. 2563 (2020).
2. Company law still applies as before — the notice of meeting, the notice period, the quorum and the resolutions under the Civil and Commercial Code (CCC) and the company's articles of association. An online meeting changes only the channel through which the meeting is held.
3. Evidence is what makes an online meeting actually work. Identity must be verified, the meeting must be recorded, and traffic data must be retained. If any of these is missing, problems will arise immediately once there is a dispute.

Can Online Meetings Be Held Under Thai Law? Can Participants Be Abroad?

Yes. The Emergency Decree on Meetings Through Electronic Media B.E. 2563 applies to meetings that the law requires to be held, including shareholders’ meetings and board meetings, in both the public and private sectors, as explained by ETDA. Participants do not have to be in the same place and do not have to be in Thailand. The former requirement that some attendees be in the same place and within the Kingdom was repealed along with the previous NCPO announcement.

An additional matter to consider is the company’s articles of association and how they prescribe the meeting method. The Department of Business Development clarified since B.E. 2563 that articles of association that do not specifically provide for or prohibit electronic meetings are not an obstacle, but that clarification refers to the old NCPO announcement, so it serves only as a guideline. If the company’s articles of association prohibit or set conditions for electronic meetings, the articles should be amended first.

How must the notice of meeting be delivered, and how many days in advance?

This is where companies slip up most often, because the Emergency Decree (พ.ร.ก.) and the Civil and Commercial Code (ป.พ.พ.) say different things.

Under Section 1175 (as amended by the Act Amending the Civil and Commercial Code (No. 23), B.E. 2565 (2022), in force from 7 February B.E. 2566 (2023))

• Send the notice by registered mail with acknowledgement of receipt to every shareholder whose name appears in the register.
• Not less than 7 days in advance, and if the meeting is convened to pass a special resolution, not less than 14 days.
• The notice must state the place, date, time and matters to be discussed at the meeting, and in the case of a special resolution it must state the text of the proposal to be put to the vote.
• The Department of Business Development has clarified that the company may instead deliver the notice directly to the shareholders named in the register under Section 1244.
• Publication in a newspaper or in electronic media under Section 1175 concerns only companies with shares of the type for which certificates are issued to the holder (bearer shares). Companies with registered shares (shares in a named holder) no longer have to publish in a newspaper, unless the articles of association so provide, in which case those articles remain in force until they are amended.

Under the Emergency Decree, the notice of meeting and supporting documents may be sent by email, provided the person convening the meeting keeps a copy as evidence.

The two can coexist, but we have not yet found any official guidance confirming that sending an email alone is enough to replace the method under Section 1175. Safe practice (not a legal requirement) is:

1. Send by registered mail with acknowledgement of receipt to the address in the shareholder register, and keep the acknowledgement receipt.
2. Send the email at the same time with the agenda and documents attached, and keep the email.
3. If a shareholder is abroad, allow time for delivery across borders; ordinary mail may take longer than 7 days to arrive.
4. If all shareholders give written consent confirming that they are aware of the meeting notice and do actually attend the meeting, keep that document, in order to reduce the chance of a later challenge.

What is the quorum and how is voting carried out?

Under Section 1178 of the Civil and Commercial Code, a general meeting requires the attendance of shareholders or proxy holders of no fewer than 2 persons holding in aggregate no less than 1 in 4 of the company's capital before it can pass resolutions. Those attending online under the Emergency Decree (พ.ร.ก.) count as attending the meeting. The company's articles of association may provide otherwise under Section 1177 of the Civil and Commercial Code, so the articles should be checked first.

If the quorum is not met by one hour after the scheduled time (Section 1179 of the Civil and Commercial Code), the consequence depends on whether the meeting was requested by shareholders. If it was not, a new meeting must be convened within 14 days, and the second meeting is not subject to the quorum requirement.

Voting methods

• Normally, resolutions are passed by a show of hands (Section 1190 of the Civil and Commercial Code), with each shareholder or proxy holder counting as 1 vote (Section 1182 of the Civil and Commercial Code).
• If at least 2 shareholders object and request it, a secret ballot must be held, in which 1 vote is counted per 1 share; the procedure is at the chairperson's discretion (Sections 1182 and 1192 of the Civil and Commercial Code).
• A special resolution requires not less than 3 in 4 of all the votes of the shareholders attending the meeting and entitled to vote (Section 1194 of the Civil and Commercial Code).
• The Emergency Decree (พ.ร.ก.) requires the meeting organiser to provide a system that allows both open and secret voting. A meeting system with a secret-voting function must therefore be chosen, or a fallback method provided, such as sending votes to the secretary for individual separation.

How Do Foreign Shareholders Grant a Proxy?

A shareholder may grant a proxy to another person to vote on their behalf (Section 1187), provided that:

1. It is made in writing, dated, and signed by the shareholder (Section 1188).
2. It states the number of shares held, the name of the proxy holder, and the meeting or period for which the proxy is granted.
3. The proxy holder must submit the document to the chairman at the start of, or before the start of, the meeting (Section 1189).

In practice, for online meetings, a scanned copy of the proxy should be sent before the meeting, with the original to follow. Having the signature notarised or the document signed abroad certified is not a condition under these sections, but it is something the company may request on its own. When documents are to be used with a government agency or a bank, see the related translation and certification services.

How to Verify Identity and Record the Meeting

The พ.ร.ก. (Emergency Decree) sets out 5 duties for the meeting organiser, as summarised by ETDA on its e-Meeting law page.

In addition, the system used must comply with the Notification of the Ministry of Digital Economy and Society on Security Standards for Meetings via Electronic Media B.E. 2563 (2020), whose objectives ETDA summarises as: restricting access to authorised persons only, keeping data accurate and unaltered, keeping the system available, and complying with personal data protection law. The technical details are in the annex to the notification. You should have your IT department or system provider confirm that the platform used meets the standard, because we do not inspect the technical details.

Minutes of the meeting. Under Section 1207, the directors must have the minutes and resolutions of shareholders' meetings and board meetings recorded in a book and kept at the registered office. Once the chairman signs them, they are presumed correct. Minutes of an online meeting should include the following additional items (as good practice):

• A statement that the meeting was held via electronic media, the name of the system, and the address of each attendee at the time of the meeting.
• Start time, end time, and the times each attendee joined and left, which are used to check the quorum for each agenda item.
• The identity verification method, the voting method, and the result of each agenda item.
• A statement of whether audio or video was recorded, and where the files are stored.

Public Companies Only: What Is Not a Matter for Limited Companies

The Public Limited Companies Act B.E. 2535 has its own rules on meeting notices and newspaper announcements, which are not a matter for limited companies and are not covered in this guide. If your company is an ordinary limited company, follow only the law and procedures set out in the sections above.

Can a resolution from an online meeting be registered with the DBD?

Registrations tied to a resolution of the shareholders’ meeting, such as the appointment or removal of directors, must be filed within 14 days from the date of the change, according to the Department of Business Development’s procedure page, which also states that a notice of meeting must be sent by registered mail or delivered to the shareholders personally 7 days in advance, or as prescribed by the articles of association, and that the authorized director recorded in the registration must be the filer.

For online meetings, we have not found any Department announcement or form that specifically addresses this matter, and the Department’s explanatory page does not say that a resolution from an online meeting requires additional documents. The principles that should be followed are therefore:

1. Convene the meeting and pass the resolution in compliance with both the law and the articles of association, because the registrar uses the meeting resolution as the basis for registration.
2. The minutes of the meeting must clearly state the method of meeting and be signed by the chairman.
3. Keep the recording files and logs at the company; they do not need to be attached, but must be ready to be produced upon request.
4. If the resolution is complex or at risk of being challenged, ask the registration office where the filing will be made in advance.

A shareholder or director who considers that the convening of the meeting or the passing of the resolution was irregular may petition the court to revoke the resolution within 1 month from the date the resolution was passed (Section 1195). Preparing the meeting notice and keeping complete evidence can therefore directly reduce this risk.

Pre-Meeting Checklist for Online Meetings

1. Open the articles of association and review how meeting notices are to be delivered, quorum requirements, and any prohibitions or conditions on electronic meetings.
2. Check the shareholder register and addresses; send the meeting notice by registered mail or by personal delivery, and send it again by email.
3. Count the notice period — 7 days, or 14 days for a special resolution — to ensure it is sufficient, and allow extra time for cross-border delivery.
4. Specify the agenda and the text of any special resolution in the meeting notice.
5. Prepare proxy forms and set a deadline for submitting them before the meeting.
6. Choose a system that can record the meeting, retain logs, and offers a secret voting function, and that meets the required security standards.
7. Verify the identity of attendees before the meeting opens and keep a record of it.
8. The chairman counts the quorum and records the time each attendee joins and leaves for each agenda item.
9. Prepare the minutes for the chairman to sign, and keep the recording files and logs together with them.
10. File the registration within the deadline if the matter resolved requires registration.

If the Meeting Has Already Been Held but the Procedures Were Incomplete

If you forgot to record the minutes, or did not send the meeting notice in the correct manner, first assess whether all shareholders were aware of the meeting and actually attended, and whether anyone objected. Then consider holding a new meeting properly, and have the new meeting ratify the original resolution, but you should not backdate it or amend the original report to make it appear complete, because this will be more damaging than before.

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