ภาษาไทยShort answer: If a general meeting of a Thai limited company is called, held or votes in breach of the company law provisions or the articles, any director or shareholder may ask the court to revoke the resolution — but must apply within one month of the resolution date.
Related to the board-change section of Business Partner Fraud in Thailand.
What can be challenged
Section 1195 covers three defects.
- Calling the meeting: for example, defective notice.
- Holding the meeting: for example, an incorrect quorum or attendees.
- Voting: for example, an insufficient majority.
The examples above are general; check them against the Code and the company’s articles.
The one-month window
It runs from the date of the resolution, not from when you learn of it. Monitor the company’s registration records.
Fake minutes are different
In Supreme Court Judgment No. 2481/2552 (2009), minutes were fabricated without any actual meeting to transfer company land. The Court held this was not an irregular general meeting resolution under Section 1195, and the shareholders lacked standing to seek its revocation. Other routes, such as a forgery complaint, may apply.
Speak to a Thai Lawyer About Challenging a Resolution
Pattara Law Firm reviews meeting procedure, identifies the right remedy and files and litigates applications in Thai courts. See also [removing a director]. We do not guarantee outcomes.
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