Substantial amendments in the Thai Civil Code were announced last 8th of November 2022. The amendments will be very important regarding the process and requirements for setting up a limited company in Thailand.

H&P Bangkok Corporate Lawyers would like to make some comments and a brief summary on the amendment of Civil Code that will be enforceable soon.

One of the most significant changes is the number of the promotor is reduced from 3 to 2 persons. Before it was compulsory to have at least three promoters or shareholders in order to set up a company in Thailand.

Due to the current situation in Thailand, after the pandemic, there are some provisions that are considered not suitable and Thailand, as emerging economy, is looking to be a leader in South East Asia and attract more foreign investment

The previous requirements of three promoters to register a business legal entity in Thailand are considered an obstacle to enhancing the country’s competitiveness.

The amendment shall be effective from 7th of February 2023 as it is 90 days after the announcement as the Thai Law stipulates.

There are highlighted amendments which may affect the new business investors and after such amendments become effective as follows:

  1. Amendment on the minimum amount of the promoters. Civil Code of Conduct Section 1097:

Before, any THREE or more persons may, by subscribing their names to a memorandum and otherwise complying with the provisions of this Code, promote and form a limited company.

Now with this new amendments, any TWO or more persons may, by subscribing their names to a memorandum and otherwise complying with the provisions of this Code, promote and form a limited company.

  1. The Virtual Board Meeting is now available. New Article Section 1162/1

Board meetings may be conducted by the technology of communications. The directors are not required to appear physically at the meeting, unless the Company’s Articles of Association state differently.

The Board of Directors meeting by means of communication with technology under the first paragraph. In accordance with the law on electronic conferencing.

It shall be deemed that the committee member who uses the communication under paragraph one shall be deemed to have attended the committee meeting. and shall be counted as a quorum and have the right to vote in the meeting as well.

If you need legal advice of Thai lawyers regarding these new regulatory changes in Thai Corporate Law, please contact H&P at [email protected]

H&P or Herrera and Partners