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.
- 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.