Department of Business Development (DBD) Relaxes Legal Filing Requirements

In response to the Covid-19 lockdown, the DBD of Thailand has adjusted e-filing systems and implemented new online filing measures to facilitate businesses in complying with their legal filing requirements. This note gives a summary of some of these adjustments and new measures.

1. From 1st April 2020, the following documents can be filed with the DBD only through the DBD e-filing system:-

(1) financial statements of registered partnerships, private limited companies and public limited companies;

(2) copies of the list of shareholders of private limited companies and public limited companies; and

(3) copies of the annual report and the minutes of the annual general meeting of shareholders (“AGM”) of public limited companies.

2. Up to the extended deadline of 31st August 2020, any legal entity affected by the Covid-19 pandemic can convene its AGM after the applicable legal deadlines, provided that it submits to the DBD a clarification letter specifying the reasons for the late meeting at the same time when limited liability companies and public limited companies file its annual list of shareholders or when trade associations and chambers of commerce file its annual financial statements.

3.The deadline for registered partnerships, representative offices or branch offices of foreign legal entities operating businesses in Thailand and joint ventures with the financial year end falling between 31st October 2019 and 31st March 2020 to file financial statements with the DBD has been extended to 31st August 2020.

4.Companies, registered partnerships, trade associations and chambers of commerce can convene directors and shareholders meetings online if at least 1/3 of their attending directors/shareholders/ members are physically present at the same place in Thailand and all other attending directors/shareholders/members are at other places in Thailand and, if, in case of public limited companies, trade associations and chambers of commerce, their Articles of Association do not prohibite e-meetings.

5.E-signatures can be used only for internal corporate documents. The DBD only accepts documents signed by wet signatures.

6.Registered partnerships and limited liability companies can apply for an account with the DBD e-registration system through https://ereg.dbd.go.th/ERegistMemberWeb/nonmemberpages/home.xhtml. Once authenticated by the DBD and other related authorities, the applicant will be given a username and a password to access the DBD e-registration system for online filing and online document obtaining with the DBD.

7.From 20th April 2020, legal entity registration affidavits and officially certified copies of documents filed with the DBD can be obtained only through the DBD e-registration system.