ANNUAL GENERAL MEETING (AGM) provides a platform for shareholders to review the business performance and approve its financial statements. Holding an AGM is not just a formality, it is a legal and statutory requirement in Thailand.

 The requirements are mostly the same but a bit different on the timing and submission based on the type of entity. Compliance with the applicable law is crucial to ensure that the meeting is valid and legally binding.

AGM REQUIREMENT AND TIMELINE

Limited Companies and Public Limited Companies must hold the AGM within 4 months from the fiscal year-end. For example, a company with a fiscal year ending 31 December 2025 must hold its AGM no later than 30 April 2026.

Trade Associations and Chambers (both Thai, foreign, and joint chambers) must hold the AGM within 120 days from the fiscal year-end.

Registered Partnerships, Foreign Juristic Persons (Branch Office or Representative Office) are not required to hold the AGM.

WHAT AGENDA ITEMS LEGALLY REQUIRED AT AN AGM?

Mandatory Agenda Items are as follows:

• Acknowledgment of the board of directors’ report on the company’s operations and performance for the preceding year.
• Approval of the audited balance sheet and profit and loss statement.
• Consideration of the declaration of dividends and allocation of statutory reserves (at least 5% of annual profits until the reserve reaches 10% of the registered capital).
• Election of directors to replace those retiring by rotation (legally one-third of the board must be retired annually, or the nearest number if there are fewer than three directors). Retiring directors may be re-elected.
• Appointment of the company’s auditor, including the selection of the external auditor and determination of the audit fee.
• Consideration of any other matters as required by law, the Articles of Association, or any shareholders’ agreement.

DOES THE AGM NOTICE NEED TO BE PUBLISHED IN A LOCAL NEWSPAPER?

For Public Limited Companies, a newspaper notice is still mandatory according to the Public Company Act, which differs from the requirements under the Civil and Commercial Code.

For Limited Companies, it depends on the Articles of Association (AOA):

• Companies established in recent years with updated AOA:

These companies are no longer required to publish the AGM notice in a local newspaper. This change follows the amendment to the Civil and Commercial Code (Section 1175), effective from 7 February 2023, which removed the general requirement for newspaper publication of AGM notices. This amendment is also reflected in the Department of Business Development (DBD)’s updated standard Articles of Association, under which the requirement to publish meeting notices in a newspaper is no longer prescribed, unlike in earlier versions.

• Companies operating under old version of AOA:

Companies established prior to the amendment to the Civil and Commercial Code may still be subject to the provisions of their existing AOA, which may require publication of the AGM notice in a local newspaper. In such cases, the company must continue to follow the existing requirements until the AOA is formally amended.

Exception: A company is still required to publish a notice in a newspaper if it has issued bearer share certificates, although such cases are uncommon in Thailand.

HOW TO SEND THE AGM NOTICE TO SHAREHOLDERS?

The AGM notice still needs to be issued and given to all shareholders at least 7 days prior to the AGM date either by registered mail with acknowledgement of receipt, or by hand with signing acknowledgment of receipt.

In calculating the 7 days period, the “excluding both ends” method applies, meaning that neither the date of dispatch/publication nor the date of the meeting is counted. For example, the notice issuance date is 19 April, the sending date is 20 April, the AGM date must be no earlier than 28 April.

VIRTUAL AGM OPTION

Since April 2020, the Emergency Decree on Electronic Meetings B.E. 2563 (2020) has permitted companies to hold AGMs electronically without requiring physical attendance.

Electronic meetings must comply with the security standards prescribed by the Ministry of Digital Economy and Society. In addition, the meeting must be properly recorded, and minutes must be prepared and maintained as official records.

FILING OF THE LIST OF SHAREHOLDERS AFTER THE AGM

For limited companies, the updated list of shareholders must be submitted to the Department of Business Development (DBD) within 14 days from the date of the AGM. Previously, companies were permitted to submit the list of shareholders together with the audited financial statements through the e-filing system within one month from the fiscal year end. However, this flexibility no longer applies, and late submissions are now subject to fines.

For public limited companies, the list of shareholders must be submitted within 1 month from the date of the AGM.

Note: Companies that hold their AGM earlier than 30 April should ensure timely submission of the shareholders list. For example, if the AGM is held on 20 April, the submission deadline will be 4 May.

TIMELINE FOR FINANCIAL STATEMENTS SUBMISSION WITH DBD

Limited Companies, Public Limited Companies, Trade Associations and Chambers of Commerce must submit their financial statements to the DBD within 1 month from the date of AGM.

Registered Partnership, Foreign Juristic Persons, and Joint Ventures must submit their financial statements within 5 months from the end of the accounting period.  

For the current year, the submission deadline falls on 2 June 2029, as 31 May falls on a Sunday and 1 June is a public holiday (substitute holiday of Visakha Bucha Day).

FINES AND PENALTIES

• Delay in holding the AGM: THB 6,000 per company and THB 6,000 per authorized director, depending on signing conditions.
• Late submission of List of Shareholders: THB 2,000 per authorized director; if two directors must jointly sign, the fine is THB 4,000.
• Late submission of Financial Statements: depending on the duration of the delay starting from THB 2,000.

KEY TAKEAWAYS

Holding an AGM correctly ensures compliance with Thai corporate law, strengthens shareholder confidence, and avoid fines. Companies should:

• Plan the AGM early to meet the four-month deadline.
• Obtain board approval and properly send out invitations.
• Check the AOA to determine if newspaper publication is required; amend if desired to simplify procedures.
• Ensure quorum requirements under the law and AOA are met.
• Enable shareholder participation, including submitting proposals and questions in advance
• Record and file minutes accurately.
• Conduct voting properly on financial statements, dividends, and director appointments.
• Submit the list of shareholders promptly to avoid penalties.

By following these steps, companies can navigate AGM compliance efficiently while adhering to both statutory requirements and applicable law.