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Learn more about Notice of Meeting

The convening of the general meeting of a company must comply with the rules set out in the articles of association, the by-laws and Thai law. Failure to do so may result in the cancellation of the general meeting and all decisions taken during the meeting for irregularity. In a Thai company, all partners must meet at least once a year to approve the accounts for the past year, decide on the allocation of profits and appoint the directors of the company. The notice of the meeting must be sent by registered mail with acknowledgement of receipt to the partners and published in the official gazette at least 14 or 7 days (depending on the agenda) before the meeting is held. With Themis Partner, you can obtain a model of notice of meeting in English and Thai in word format to proceed to your general meeting. Moreover, our partner lawyers remain at your disposal to assist you in this procedure if necessary.

Table of contents


What is a notice of meeting?

The notice of meeting is a written document sent to all shareholders or directors of a company to convene a meeting for the proper management of the company and to comply with Thai law. In principle, it is the director who convenes the annual general meeting. If there is more than one director, Thai law requires a board of directors to be held, unless otherwise specified in the articles of association. The board of directors convenes a general meeting to make changes to the articles of incorporation, approve the accounts, confirm the directors, etc.

What is the purpose of the meeting notice?

In principle, a company must convene its shareholders at least once a year, at the time of the ordinary general meeting, to approve the balance sheet, vote on the budget, determine the projects for the coming year, renew the powers of the directors, and other agendas. Outside of this meeting, an extraordinary general meeting may be called at any time when a matter or amendment to the bylaws needs to be discussed. Whether it is an ordinary or an extraordinary general meeting, the general meeting is convened only after receipt of a letter of convocation, the notice of meeting. The procedure for convening the general meeting must be provided for in the association’s articles of association; otherwise, the general meeting will follow the principles of the Thai Civil Code and Commercial Code.

To whom should the meeting notice be sent?

In principle, all company shareholders must receive the notice of meeting and participate in the General Meeting with voting rights. The notice of meeting must be sent by registered mail with acknowledgment of receipt to the shareholders at the address indicated on the document Bor Jor 5, the list of shareholders of your company.

What are the elements to consider when convening a general meeting?

To proceed with the convening of a general meeting in Thailand, Thai companies are advised to consider the following elements and procedures:

Check the company's articles of association

Please note that it is essential to consider the company’s articles of association to check whether specific rules have been provided for the convening of the ordinary or extraordinary general meeting of shareholders.

The time limit for convening the meeting

For Thai private companies, the shareholders’ meeting must be convened:

➤ At least 7 days before the date scheduled for ordinary resolutions, i.e. approval of accounts and presentation of financial statements, change of directors and other agendas not involving changes in the articles of association or structure of the company
➤ At least 14 days before the date for special resolutions, i.e. change of address of the registered office, amendment of the articles of association, change of the corporate purpose, change of the corporate name, increase or decrease of the share capital

The company must strictly respect these deadlines in order to avoid any nullity of the convocation of the general meeting.

The formalism of the convocation

To convene the shareholders, it is essential to proceed as follows:

➤ Send the letter convening the general meeting to all the shareholders by registered letter with acknowledgement of receipt. This letter must respect a precise formalism, and the letter must be signed and stamped by the director of the company
➤ To publish in a local Thai official newspaper the letter of convocation on the date of sending the letters of convocation to the shareholders

This procedure is very important and must be strictly respected by the director of the company in charge of carrying out this procedure of convocation under penalty of nullity or contesting of the shareholders following the modifications of the company, which could be envisaged following the general meeting.

How to write a meeting notice?

The notice of meeting must contain the following information:

➤ The nature of the meeting (regular or special)
➤ The number of the meeting (1/2021)
➤ The date and time of the meeting
➤ The place of the meeting. In general, it takes place at the registered office. However, another place can be chosen. In this case, it is necessary to indicate clearly the place of the convocation
➤ The agenda
➤ The notice of meeting must be signed by the director and bear the company stamp (if applicable)

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