There are three key steps to take before launching a General Assembly:
At the beginning of the meeting, those present will be asked to sign a shareholder attendance sheet. Signing an attendance sheet is not mandatory but is strongly recommended. This step makes it possible to verify that the quorum is reached, i.e. the minimum number of shareholders of the company who must be present. This number is defined in the articles of association. If the quorum is reached, the chairman of the meeting must be appointed or elected. The role of the chairman of the meeting is extensive, apart from chairing the meeting: First of all, the chairman has to check the validity of the general meeting, the proxies, and certify the attendance sheet and inform the shareholders of the agenda to be discussed.
At the opening of the meeting, the Chairman shall read each agenda to the shareholders and/or examine each shareholder’s question. After the Chairman has explained the agenda items to be voted upon, the Chairman shall submit the proposed agenda to the shareholders for a vote. He shall then declare to the shareholders the result of the vote on each agenda.
The meeting minutes are taken at the end of the meeting or shortly thereafter. Although there is no legal obligation to take minutes, it is recommended to do so as soon as possible. The secretary of the meeting should print the minutes of the general meeting, which the chairman and the shareholders should read. The signature of the chairman is mandatory and includes the time of the end of the general meeting. The signature of the shareholders present at the meeting is not mandatory but strongly recommended.
The convocation of the members who participate in the extraordinary general assembly must be sent at least 7 to 14 days before the planned date, by registered letter with acknowledgement of receipt. The notice of meeting must indicate the agenda, the date, time and place of the meeting. Shareholders may, of course, be represented at the general meeting.
When all convened members are present, the meeting starts. The subject to be discussed is the one mentioned in the notice of meeting. It is not possible to discuss other subjects on the proposed agenda. At an Extraordinary General Assembly, decisions must be taken by vote. For this to be valid, rules must be followed with a minimum number of votes in favor of the decision discussed and a minimum number of members present.
For public and private companies in Thailand, the rules are the same, unless a statutory rule is different. Representatives of at least one quarter of the shares must attend the meeting for the first meeting on a specific subject. If the quorum is not reached, another general meeting must be convened within fourteen days, at which no quorum is required for this new meeting. In both cases, a simple majority is required for the adoption of a simple resolution. For special resolutions, a 3/4 majority of the votes is required.
The minutes of a special general meeting must follow the discussions and include the main points discussed.