Changes in Corporate Law: Easier to Operate Businesses in Thailand

The Amendment to the Civil and Commercial Code Act (No. 23), B.E. 2565 (2022) (“CCC Amendment Act“), came into force on February 7th, 2566 (2023). It amended various sections of the Partnerships and Companies Title of the Civil and Commercial Code in order to reduce the difficulty to operate a business, be up-to-date, and increase the country’s competitiveness. Significant amendments are such as:

1. Referring to Section 1016, before the CCC Amendment Act, the registrations of partnerships or companies must be made at the Registration Office as prescribed by the Minister responsible for the registration of partnerships and companies. By virtue of the CCC Amendment Act, the registrations of partnerships or companies can also be made at the Registration Office where the principal business office of the partnership or company is situated.
2. Referring to Section 1097, before the CCC Amendment Act, any three or more persons may promote and form a limited company by subscribing their names to a memorandum and otherwise complying with the provisions of the Civil and Commercial Code. By virtue of the CCC Amendment Act, any two or more persons are now enough to promote and form a limited company by the same procedures before the CCC Amendment Act;
3. Referring to Section 1099, by virtue of the CCC Amendment Act, if the registration of the company is not made within three years from the date of registration of the Memorandum of Association, such the Memorandum of Association is invalid;
4. Referring to Section 1162/1, by virtue of the CCC Amendment Act, a Board of Directors meeting can be possibly held electronically rather than only an on-site meeting except it is prohibited by the Articles of Association;
5. Referring to Section 1128, before the CCC Amendment Act, every share certificate shall be signed by at least one of the directors. By virtue of the CCC Amendment Act, every share certificate shall now be signed by at least one of the directors and also bear the seal of the company (if any).
6. Referring to Section 1175, before the CCC Amendment Act, a notice of summoning of every general meeting shall be published at least once in a local newspaper. By the virtue of the CCC Amendment Act, a notice of summoning of every general meeting is no longer required to be published in a local newspaper anymore unless a company has any share certificate to bearer then such a company is obliged to publish such a notice in a local newspaper or electronically according to the rules and procedures prescribed in the ministerial regulations.
7. Referring to Section 1201 paragraph 4, before the CCC Amendment Act, distribution of dividends shall be made within one month from the date of the resolution of the general meeting or of the board of directors. By virtue of the CCC Amendment Act, distribution of dividends shall be completely made within one month from the date of the resolution of the general meeting or of the board of directors.
8. Referring to Part 9: Amalgamation of Limited Companies. The key change in this part is that before the CCC Amendment Act, a limited company formed by the amalgamation of two or more companies will be a new company, howsoever by virtue of the CCC Amendment Act, the company amalgamation will result in any of the following:

• Amalgamate to a new company and the amalgamated companies cease to be a juristic person. (A+B=C)
• Amalgamate to one of the amalgamated companies, one company retains the juristic person’s status and the other one ceases to be a juristic person. (A+B=A or B)

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