This article gives you 12 key points of the last amendment of Thailand’s Civil and Commercial Code No. 23 (CCC)1 which came into force on the 7th of February 2023. It is very helpful for people both business startups or business expansion through a Thai company limited. Why is it helpful? Let’s go over the new Thai company law!
- All registration relevant to Partnership and Company Limited shall be performed or registered with the Department of Businesses Development (DBD) office where the partnership or company has its headquarter (Section 1016).
- In case statement or information to be used for registration or in case of publication for registration has been made overseas, the period of such registration or publication shall be started to count when such statement or information has arrived at the partnership or company headquarter (Section 1017).
- All relevant rates of registration fees shall be enacted by the Minister of Business ministry (Section 1020/1).
- 2 people minimum to establish a Thai Partnership and a Thai Company Limited (Section 1097). This means, 1 foreigner with 49% shares and 1 Thai shareholder with 51% allowed to establish a Thai Partnership and a Thai Company. Nevertheless, 49% shares may have 75% voting rights to have full control over the company.
- All memorandum of association of the company shall be made at least in 2 copies, signed by all promoters and 2 witnesses and one of such copies shall be registered with DBD. Such memorandum of association shall be valid for company establishment 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 company shall include the method for a solution in case of dispute between board of directors or 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 company director may perform his/her duties of Company meeting remotely through IT devices (section 1162/1).
- Invitation letter of the general meeting of the company shall be sent by registered post with a report of response to all shareholders 7 days in advance before the date of the general meeting. In case of share certificates issued to bearers, the invitation letter shall be published via local newspaper or social media according to the announcement of the business ministry, 7 days in advance before the date of the general meeting. However, the meeting in which the law required a special resolution, all invitation letters shall be sent 14 days before the meeting date (Section 1175).
- All general meetings of the company shall be made by 2 shareholders minimum and amount of shares of such shareholders shall be quarter of the total shares in minimum (Section 1178).
- Dividend payment shall be made within 1 month from the date of 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 when there is any other reason preventing the company from being alive.
In conclusion, this new 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.