Minutes of Meeting

The ordinary general meeting of the associates or shareholders of a company is a mandatory annual meeting. This ordinary general meeting is convened at the end of the annual accounting period. This procedure of approval of the accounts is a task for its manager and not for its accountant. Moreover, during this meeting, the shareholders vote for the maintenance or modification of its director(s). The purpose of the meeting is to approve the accounts and the allocation of the company’s financial results, as well as to approve the company’s governance.

The extraordinary general meeting allows the shareholders of a company to be convened to respond to an urgent and major concern. It differs from the ordinary general meeting, which is recurrent and allows to decide on the annual accounts. The agenda of an Extraordinary General Meeting does not deal with matters relating to the day-to-day management of the company but with a considerable and decisive change that has an impact on the company or its members. The Extraordinary General Meeting will allow members to vote on specific resolutions such as amendments to the articles of association, a change of management, a change of objective companies, changes in capital, a change of address of the registered office, or a liquidation/dissolution of the company.

Incomplete minutes, careless errors. This can happen very quickly, and poorly drafted or simply negligent minutes can lead to the annulment of the deliberation that they report. This becomes more serious when the deliberation has allowed the appointment of a director or proceeded to a modification of the articles of association. Indeed, if the minutes are not well drafted, they can and must be cancelled. Indeed, the minutes gather all the elements of the deliberation and make it possible to establish whether the decisions were taken in compliance with the rules or not. If the minutes are not properly drafted, the association is exposed to disputes, uncertainties, reimbursements and other inconveniences that could have been easily avoided with a minimum of time spent on drafting the minutes at the general meeting.

The minutes of a general meeting are indispensable for all events in the life of an association or a company. For example, when a company is created, when its statutes are modified or when it is dissolved, it is mandatory to write the minutes of meeting. Indeed, it is one of the documents required by the Department of Enterprise Development in Thailand. The minutes of a general meeting are also used to record the decisions of the participants. For example, when establishing a company, it proves the willingness of the partners to contribute to its establishment.

From a legal point of view, its probative value is ensured by a rigorous and structured formalism, both in form and in substance. It is therefore essential to master the various rules governing the drafting of such a document. Indeed, it acts as a reference document, and its legal effects can have a significant impact on the life of the company and the signatories.

In order to obtain the meeting minutes that meet your expectations and respect the Thai law, Themis Partner provides you with a downloadable general meeting template in Thai and English. Our template includes all useful information that must be included in your documents, such as the place, date and time of the meeting, the name of the company. In addition, the preliminary steps related to the election of the chairman and the confirmation of quorum have been included in our document.

As for the agendas, we propose the following agendas and resolutions:

Of course, if you would like assistance in drafting your general meeting, you can contact Themis Partner, who will put you in touch with a competent lawyer specialized in business law.

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.