Short Answer
Do not assume so.
Thai private-company law does not contain the broad shareholder written-resolution mechanism found in some other jurisdictions, where members can simply sign a document instead of holding a general meeting.
Where the Civil and Commercial Code requires a matter to be approved by a general meeting, the safer Thai-law route is to hold a properly convened shareholders’ meeting—physically or through a legally compliant electronic meeting.
A document signed by all shareholders can still have evidential or contractual value, but it should not automatically be treated as a substitute for a statutory shareholders’ meeting, especially where the resolution will support a DBD filing.
Why This Matters
For closely held companies, the commercial reaction is understandable:
“There are only two shareholders and both agree. Why schedule a meeting?”
In many jurisdictions, unanimous written consent is expressly recognised by company legislation.
Thailand’s private-company framework is different. The Civil and Commercial Code repeatedly assigns corporate decisions to a general meeting, with rules for notice, quorum and voting. Thai law separately permits those legally required meetings to be conducted electronically.
The real question is therefore not whether all shareholders agree. It is whether the corporate action legally requires a meeting process.
Typical Scenario
A Thai company has a small number of shareholders.
Everyone has already agreed commercially to the proposed action. Management prepares a one-page written resolution and plans to collect all signatures by email.
The action will later be used for a corporate registration.
Management asks:
“If 100% of the shareholders sign, why do we need a meeting?”
Because unanimity and statutory procedure are separate questions.
Practical Analysis
01Identify who legally has authority to decide the matter.
Some matters belong to directors. Others require approval by the shareholders in general meeting. Capital increases, amendments of constitutional documents, certain restructurings and other special-resolution matters should not be treated as ordinary internal consents.
02Do not import a foreign written-resolution concept into a Thai company.
The Thai Civil and Commercial Code does not provide a general mechanism under which shareholder signatures outside a meeting automatically have the same effect as a resolution passed at a general meeting.
If the law says the action requires a shareholder meeting, the clean implementation route is to hold one.
03Use an electronic meeting when convenience is the real problem.
Thailand’s Emergency Decree on Electronic Meetings B.E. 2563 (2020) expressly supports legally required meetings, including shareholder meetings, being conducted through electronic means when the applicable requirements are satisfied.
Electronic meeting rules cover participant identification, communication, voting and record preservation.
For a company with shareholders in different countries, this is often the practical alternative to attempting a circular written resolution.
04Keep unanimous signatures for the right purpose.
All-shareholder signatures may still be useful to evidence commercial agreement, waive a contractual condition where legally permissible, acknowledge documents or support another contractual arrangement.
That is different from saying that the signed paper itself replaces the general meeting required by company law.
05Think about the filing evidence.
DBD registration procedures commonly expect evidence of a shareholder meeting where the registered action depends on such a resolution. Electronic meetings can be supported with the required meeting evidence; a document styled as a circular resolution may not fit that filing route.
What We Usually Look At
We review the proposed corporate action, Civil and Commercial Code approval requirement, Articles of Association, shareholder register, notice requirements, quorum, voting threshold, electronic-meeting arrangements and DBD filing documents.
Common Traps
Common mistakes are copying a UK, Singapore or other foreign group template; confusing a board written resolution with a shareholder resolution; assuming unanimity cures statutory formalities; and discovering the issue only when the DBD filing is prepared.
Practical Next Step
Before circulating signature pages, ask:
Who must approve? → Does Thai law require a meeting? → Can it be an electronic meeting? → What evidence will the DBD or another authority require?
Use signatures to support the correct legal process—not to replace it without a clear legal basis.
Legal Sources
- Thai Civil and Commercial Code provisions governing general meetings of limited companies, including sections 1175 and 1178.
- Emergency Decree on Electronic Meetings B.E. 2563 (2020).
- Electronic Transactions Development Agency (ETDA), notification and standards for legally recognised meetings via electronic means, as amended.
- Department of Business Development registration procedures for corporate actions requiring shareholder resolutions.
General legal information only. Please seek advice on your specific facts. Laws and regulatory practice may change.