Ordinary and Extraordinary Shareholders Meeting

Both ordinary meeting and extraordinary meeting are a shareholders meeting. The differences are that the ordinary meeting shall be held in two cases.

The first ordinary meeting is held within six months after the business is incorporated, the following ordinary meetings are held after the first ordinary meeting and will be held at least once in twelve (12) months. As specified in article 1171 of TCCC “A general meeting of shareholders shall be held within six months after the business registration, and shall subsequently be held once at least in every twelve months, Such meeting is called an ordinary meeting…”

The extraordinary meeting is any other shareholders meeting rather than the ordinary meeting. The extraordinary meeting is held for the shareholders to pass the resolution as required by law; for example, changing director of the company, changing the company’s Article of Incorporation etc.  “… All other general meetings are called extraordinary meeting”, article 1171 of TCCC.

By law, there are two kinds of shareholders’ resolution: an ordinary resolution and a special resolution. The ordinary resolution is applied in any shareholders meeting unless specified by law to have a special resolution. “When the laws designate to have special resolutions. In the general meeting not less than three-fourths of the vote of the shareholder in the meeting room and can be voted.”

The law requires the following actions to have the special resolution;

  • Amending a Memorandum of Association or an Article of Incorporation;
  • Increasing a capital by issuing new shares;
  • Issuing new shares paid other than money;
  • Decreasing a capital;
  • Dissolving the business;
  • Merging the businesses;


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Category: Business in Thailand, Company Law, Company Registration

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