Tag: Fine

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Utilization of Electronic Means for the Benefits of Public Company Limited

In order to facilitate the business and those involved, and to be in line with the rapid changes in current technology, the Department of Business Development (“DBD”) has therefore issued 3 notifications applicable to public limited companies (“PLC”) which was announced in the Royal Gazette on November 15th, 2022, which have the brief details as follows:

  • Notification of the Department of Business Development on Utilize Electronic Means for Advertisements

This notification stipulates that the person who has to notify, inform, or advertise any information related to PLC to other people or the public by publishing in a newspaper may utilize electronic means for advertisements. This could be done by posting on a publicly accessible website such as a company’s website, online newspaper website, or the Stock Exchange of Thailand’s website. Such advertisement shall be effective from the date of such advertising, and the texts or documents advertised must be in Thai language and must be the same set of documents or the same contents as those sent to other persons or the public.

buildings with glass windows
  • Notification of the Department of Business Development on Criteria for Sending Letters or Documents Electronically

This notification stipulates that a company or a board of directors may send letters or documents electronically to the directors, shareholders, or creditors of the company only if such person has informed their intention or given explicit consent in writing or electronically, and such letters or documents must be sent electronically to the channel specified by each director, shareholder, or creditor of the company. In order to inform one’s intention or give explicit consent to the company, such intention or consent must be informed to the company by the channel, method, and time specified by the company.

The directors, shareholders, or creditors of the company must inform the company in case they intend to change their e-mails or other e-channels that have already been notified to the company or intend the company to cancel sending letters or documents electronically. If such intention is not informed to the company, it shall be deemed that sending of letters or documents to e-mails or other e-channels that have already been notified to the company has been duly applied.

  • Notification of the Department of Business Development on Authorization of a Proxy for Shareholders’ Meeting by Electronic Means

Shareholders may appoint a proxy to attend a shareholders’ meeting by electronic means which must be prepared in a form of electronic data which has technology and measures to prevent changes or amendments, contain the information in accordance with the proxy form prescribed by the registrar, and must be able to identify a shareholder who assigns a proxy. In the case of using an electronic signature, the process of proving and verifying the identity of a shareholder who assigns a proxy must at least meet the standards required by the law regarding the electronic transaction.

A shareholder who assigns a proxy must submit such electronic proxy to the chairman of the board of directors before the proxy attends the shareholders’ meeting and when the proxy information has been entered into an electronic proxy system, it shall be deemed that the shareholder has successfully assigned a proxy by electronic means.

Nevertheless, one shareholder is eligible to assign a proxy by electronic means to only one person, hence the shares cannot be divided to appoint multiple proxies. On the other hand, a person may accept for being a proxy from several shareholders.

In addition, payment for stamp duty due to proxy by electronic means will be as prescribed by the Revenue Department.

Author: Panisa Suwanmatajarn, Managing Partner

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Disciplinary Fine in Thailand

As the Constitution of the Kingdom of Thailand, Section 77, stipulates that the state should prescribe criminal penalties only for serious offences. Therefore, the Council of Ministers deems it appropriate to prescribe offences in a manner that violates or fails to comply with the laws in the case that they are not considered as serious offences and, under their nature, those do not cause serious effects on public order or good morals or have no widespread impact on the public, to be deemed as disciplinary offences. Those disciplinary offences will not be considered as criminal offences and disciplinary fines shall be imposed.

With the reasons and principles aforementioned, the Disciplinary Fine Act, B.E. 2565 (2022) (“Act”) has been enacted and published in the Government Gazette on October 25th, 2565 (2022) and will come into force on June 3rd, 2565 (2023), except for Section 37 and Section 38 Paragraph One which came into force on the date of its publication in the Government Gazette. It stipulates the rights and duties of relevant government agencies and competent officers to take actions in order to be ready to implement the provisions of this Act to meet its objectives upon the date this Act shall come into force.

man in black crew neck t shirt covering his face with his hand

Generally, criminal penalties for inflicting upon the offenders are death, imprisonment, confinement, fine and forfeiture of properties. However, subject to this Act, any criminal offences to be penalized in a form of fine only as stipulated in 204 different laws will be changed to disciplinary offences and no longer be considered as criminal offences except for:

1. Criminal offences to be penalized by imprisonment or higher penalty if such offences are committed by a natural person, but to be penalized in a form of fine only if a juristic person commits the same offences;

2. Criminal offences to be penalized in a form of fine only, provided that a higher penalty has been applied when the offences repeatedly commit the same or when there are other grounds impose that offenders shall be penalized with a higher penalty as prescribed by any other applicable laws; and

3. Criminal offences to be penalized in a form of fine only as stipulated in List no. 2 of this Act. However, such offences are entitled to be applied to be disciplinary offences in case that royal decrees for such offences have been enacted.

a no smoking signage on a tree

The 204 different laws as mentioned above are such as Land Transport Act, B.E. 2522 (1979), Highways Act, B.E. 2535 (1992), Alcoholic Beverage Control Act, B.E. 2551 (2008), Public Assembly Act, B.E. 2558 (2015), Accounting Act, B.E. 2543 (2000). In addition, examples of minor offences in which those will be changed from criminal penalties to disciplinary fines are as follows:

1. Failure to show a driver’s license, a fine not exceeding 1,000 Baht;

2. Smoking in a non-smoking area, a fine not exceeding 2,000 Baht; or

3. By any means, cause a child not to study in an educational institution without reasonable cause, a fine not exceeding 10,000 Baht.

low section of man against sky

The change of penalties from non-serious offences, i.e. no imprisonment, to disciplinary fines has benefits in many ways including

1. The offenders will not have criminal records nor fingerprints kept in their record to discredit, dishonor, defame and affect their career and reputation.

2. The offenders will be fined only without detention during the trial and therefore it does not cause the burden of bail.

3. Disciplinary fines can be either paid in installments or chosen to work in social services instead of paying disciplinary fines.

4. The court will always take the behavior of the offenders and economic situation into consideration and may consider reducing disciplinary fines or just admonishing without collecting disciplinary fines if any crime was committed due to an offender’s poverty.

Author: Panisa Suwanmatajarn, Managing Partner