Thailand set to implement amendments to the Civil and Commercial Code

3 August 2020 - In order to attract investors, the Council of Ministers of Thailand has adopted, as of 9th June 2020, the resolution approving a bill of amendments to the Civil and Commercial Code (hereinafter, “Bill”) governing partnerships and limited companies to be further passed to the National Assembly and for the Royal signature of the King. The Bill addresses the following changes:

a) Certain state fees are reduced or even dismissed: The costs of the following services to be amended: registration, official data search, request of a copy or certified copy of corporate documents;

b) Requirement to affix company seal on share certificates is clarified: Following the amendment, only legal entities with a registered seal need to affix the seal on share certificates, in order to authenticate them.

c) It is now possible to arrange corporate registration of either a partnership or a limited company at any branch of the Department of Business Development office: It is expected that the application for subsequent registration of a partnership and limited company, e.g. shareholder’s change or capital increase, could be submitted outside the head office location, at any branch of Department of Business Development office;

d) The expiration period of the Memorandum of Association is to be reduced to 3 years: Provided that the Company’s Articles of Association are registered 7 business days in advance of the company’s incorporation, they will be valid for 3 years instead of the present period of 10 years.

e) Board of Directors’ meeting to be carried out virtually: Unless the Memorandum of Association states otherwise, and provides clear instructions on the procedure and criteria for e-meetings, the Board Meeting can be conducted online; which was only allowed under the Emergency Decree;

f) The requirement to publish invitations to shareholder meetings in newspapers is to be abandoned: Provided that a company is without a share certificate issued to the bearer, it may send the notice to the shareholder(s) via mail with a return receipt and newspaper publication would no longer be required.

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