One of the most common questions business owners ask is about the difference between AGM vs EGM in Thailand, since both meetings are required at different times.
Running a company in Thailand means following strict compliance rules set out by the Civil and Commercial Code (CCC) and your company’s Articles of Association (AOA). Among these requirements, board and shareholder meetings play a central role in making valid company decisions.
Two of the most important meetings are the Annual General Meeting (AGM) and the Extraordinary General Meeting (EGM). While both involve shareholders, they serve very different purposes. In this article, we’ll explain the key differences between AGM and EGM in Thailand, when each is required, and how to prepare the correct documents for smooth compliance.
What Is an AGM in Thailand?
The Annual General Meeting (AGM) is a mandatory yearly meeting for all limited companies and public companies in Thailand.
Main purposes of an AGM include:
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- Approving the annual financial statements
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- Appointing or reappointing directors
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- Appointing an auditor and approving their remuneration
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- Declaring dividends (if applicable)
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- Approving any other business matters specified in the AOA
For private limited companies, an AGM must be held within four months of the company’s fiscal year-end.
What Is an EGM in Thailand?
The Extraordinary General Meeting (EGM) can be called at any time when urgent shareholder approval is required. Unlike AGMs, EGMs are not scheduled annually but instead happen as needed.
Typical reasons for calling an EGM:
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- Changing the company’s Articles of Association or Memorandum of Association
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- Increasing or decreasing registered capital
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- Appointing or removing directors outside the AGM schedule
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- Approving mergers, acquisitions, or significant business decisions
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- Restructuring shareholding or ownership
An EGM can be requested either by the board of directors or by a certain number of shareholders, as provided in the AOA or Thai law.
AGM vs EGM in Thailand: The Key Differences
| Criteria | AGM | EGM |
|---|---|---|
| Frequency | Mandatory, once per year | As needed, no fixed schedule |
| Main Purpose | Approve annual financials, elect directors, appoint auditor | Approve urgent or special matters (capital increase, AOA changes, mergers) |
| Timing | Within 4 months of fiscal year-end | Anytime when required |
| Initiated By | Board of Directors | Board or Shareholders |
| Filing with DBD | Mandatory submission of AGM documents | Filing depends on the resolution type (capital changes, amendments, etc.) |
Documentation & DBD Filings
For both AGM and EGM, companies must prepare proper documents, including:
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- Meeting notice (sent to shareholders in advance)
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- Agenda with clear details of resolutions to be voted on
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- Meeting minutes signed by the chairman
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- Shareholder attendance record
If the meeting results in changes such as director appointments, capital increases, or amendments to the AOA, the resolutions must be registered with the Department of Business Development (DBD) within the legal deadlines. Otherwise, fee will be charged.
Common Mistakes to Avoid
Many foreign-owned companies in Thailand face penalties because they:
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- Fail to hold the AGM within the deadline
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- Do not prepare resolutions correctly
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- Forget to file resolutions with the DBD
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- Use templates that do not comply with their AOA
- Omitted to convene an EGM while the company had already executed the action requiring prior EGM approval; required to backdate the resolution upon audit review.
These mistakes can lead to fines and affect your company’s ability to conduct business smoothly.
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Conclusion
Both the AGM and EGM in Thailand play critical roles in ensuring corporate governance and shareholder approval. The AGM is required every year, while the EGM is used for urgent or extraordinary decisions. By understanding the differences and keeping up with DBD filings, your company can stay compliant and avoid legal issues.
For official guidance, see the Department of Business Development (DBD)
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