This article gives you 12 key points of the last amendment to Thailand’s Civil and Commercial Code No. 23 (CCC)1 which came into force on February 7, 2023. It is very helpful for both business startups and business expansion through a Thai limited company. Why is it helpful? Let’s go over the new company law!
All registrations relevant to Partnership and Company Limited shall be performed or registered with the Department of Businesses Development (DBD) office where the partnership or the Thai Company has its headquarter (Section 1016).
In case the statement or information to be used for registration or publication for registration has been made overseas, the period of such registration or publication shall start to count when such statement or information has arrived at the partnership or the Thai company headquarters (Section 1017).
All relevant rates of registration fees shall be enacted by the Minister of Business (Section 1020/1).
Two people are required at minimum to establish a Thai partnership and a Thai company limited (Section 1097). This means one foreigner with 49% shares and one Thai shareholder with 51% shares are allowed to establish a Thai partnership and a Thai company. Nevertheless, 49% of shares may have 75% voting rights to have full control over the company.
All memoranda of association of Thai companies shall be made at least in two copies, signed by all promoters and two witnesses, and one of such copies shall be registered with DBD. Such memorandum of association shall be valid for a Thai company establishment for 3 years from the date of registration of the memorandum of association (Section 1099).
At the meeting of promoters for company establishment, the articles of association of the Thai company shall include the method for a solution in case of dispute between the board of directors or the board of shareholders (Section 1108 (1)).
All share certificates shall be signed by at least one director of the company and affixed with the company’s seal, if any (Section 1128).
Subject to the company article of association, a Thai company director may perform his or her duties at a company meeting remotely through IT devices (section 1162/1).
An invitation letter to the general meeting of the company shall be sent by registered mail with a report of response to all shareholders 7 days in advance of the date of the general meeting. In the case of share certificates issued to bearers, the invitation letter shall be published via the local newspaper or social media according to the announcement of the business ministry 7 days in advance of the date of the general meeting. However, in meetings in which the law requires a special resolution, all invitation letters shall be sent 14 days before the meeting date (Section 1175).
All general meetings of the Thai company shall be attended by at least two shareholders, and the number of shares held by such shareholders shall be a quarter of the total number of shares (Section 1178).
Dividend payments shall be made within 1 month from the date of the annual general meeting of the company (Section 1201).
A court may give an order for the company to dissolve if the number of shareholders is reduced to one or if there is any other reason preventing the company from being alive.
In conclusion, this new company law is helpful for a new Thai company establishment and Thai company management. If you are looking for a company lawyer in Phuket or Thailand, we can help.
Title 22 Partnership and Company Limited was enacted in the Government Gazette on 8 November 2022.