So what are Secretarial Services and why does a company need them? Simply put a company will make changes to its company and everytime they do they will need to update the authorities. Plus the company will need to call an Annual General Shareholders’ Meetings (AGM) and it may call several Extraordinary General Shareholders’ Meetings (EGM) all of which require a process that will need to be organized by the “Secretarial Services” team.

Directors & Shareholders

Our secretarial services can also be used to supply a Thai National as a Director or as a Shareholder. The Thai legislation does not provide or restrict the use of nominee directors or Shareholders in a Thai company. So it is certainly not illegal and it is often the choice of foreign investors who cannot be present in the country and who decide to hire a Thai resident or national to take on the role of a Director and or Shareholder in the company. The only point of concern as far as the law is, the appointed Director will need to be qualified for the position, and the Shareholder will need to prove they invested in the company.

Role Of A Corporate Secretary

One of the main roles our Secretarial Services have in a company is to Draft Minutes of the Annual General Shareholders’ Meeting and the Extraordinary General Shareholders’ Meeting(s). Plus we must organize the meetings. This is ceratinly a complex process. Let us elaborate; The Director of the company needs more capital to develop the business further. In order to request more capital he must call an Extraordinary General Shareholders's Meeting. So the corporate secretarial services would need to perform the following acts;

  1. Prepare the agenda for the EGM
  2. Once the director approves the agenda - secretarial services will prepare the Invitation Letter for the EGM
  3. Send the Invitation Letter to all the shareholders by registered mail (7 to 14 days in advance of the meeting)*
  4. Publish the invitation letter in a local newspaper (7 to 14 days in advance of the meeting)*
  5. Prepare and send any Voting Proxies for the shareholders
  6. On the day of the EGM secretarial services must record the Minutes of the meeting
  7. After the EGM secretarial services must file all the required documents with the Authorities (DBD - Department of Business Development)

Note* the period of time required will depend on the Articles of Association of the company - certain changes only need 7 days notice other require 14 days notice.

Once all the changes have been recorded with the DBD, secretarial services will request updated documents from the DBD and file these documents in the "company book".

Types Of Changes That Require an EGM

The most common corporate changes that require an EGM are as follows;

  • Changes to Shareholding Structure
  • Changes to the Board of Directors
  • Changes to Registered Address
  • Changes to Name and Corporate Seal
  • Changes to Registered Capital
  • Changes to Business Objectives

EXTREMELY IMPORTANT - For more information on our Secretarial Services or to consult with a professional at PCS for FREE please don't hesitate to Contact Us!

Contact PCS

Our Address

253 Sukhumvit 21 Road (Asoke), 25th Floor

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+66 2 109 5160

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