The Civil Court issued an emergency injunction that significantly impacted the governance and leadership transition of Thai Airways International Public Company Limited (SET: THAI).
On 23 December 2025, the court ordered a suspension of the registration for all resolutions passed during the company’s 2025 Annual General Meeting (AGM), which was held on 19 December 2025. Crucially for investors, this ruling prohibits nine newly elected board members from exercising any authority or acting as representatives of the company in any capacity until a further court order is issued.
The nine newly elected boards are:
1) Mrs. Charita Leelayudth — Director
2) Mrs. Chananyarak Phetcharat — Director
3) Mr. Yol Phokasub — Director
4) Mr. Plakorn Wanglee — Independent Director
5) Mr. Rapee Sucharitakul — Independent Director
6) Mr. Vachara Tuntariyanond — Independent Director
7) Dr. Veerathai Santiprabhob — Independent Director
8) Mr. Chai Eamsiri — Director (proposed for re-election)
9) Air Chief Marshal Amnart Jeeramaneemai — Independent Director
The legal dispute centers on the timing of the meeting and adherence to corporate governance laws. Under Section 98 of the Public Limited Companies Act B.E. 2535 and Article 32 of THAI’s own regulations, the company is required to hold its AGM within four months of the close of the fiscal year. Given that the company’s fiscal year ends on 31 December, the court determined that the 2025 AGM should have taken place no later than April 2025. Therefore, holding the meeting in December was deemed potentially legally non-compliant by the court, thus came the order.
The injunction follows a lawsuit filed by five shareholders who argued that registering these resolutions—which included the appointment of new directors—would cause irreparable harm to themselves and other stakeholders. Legally, the company was required to register the change in directorship by 2 January 2026, but this process is now frozen by the court.
Regarding the plaintiff’s request for the previous 11 board members to continue their duties until the case is final or the court orders otherwise, the court finds that it remains unclear whether, if the registrar does not accept the amendments to the directors’ registration, the former directors would retain legal authority. Thus, there are no grounds for interim protection on this issue.
The court therefore ordered the registrar, responsible officials, or any other legally authorized persons to suspend the registration, amendments to registration, or deregistration relating to the defendant’s 2025 Annual General Meeting held on 19 December 2025, and prohibits the board of directors appointed by that meeting from acting as the defendant’s directors in all matters until further court orders.
