Doing Business in Thailand: Laws Amended

The National Council for Peace and Order issued Order No. 21/2560 amending provisions of the Civil and Commercial Code, the Labour Protection Act, the Public Limited Company Act, and the Social Security Act. The Order was published in the Government Gazette and became effective on 4 April 2017.

Keywords: Mazars, Thailand, Legal, Labour Protection Act, Public Limited, Civil and Commercial Code, Company Act, Social Security Act, Government Gazette

6 June 2017

We set below a summary of the amendments:

Civil and Commercial Code

Subject Previously Amendment Related Laws
Place of registration At the location where a partnership or company has been established. Corporate registration can now be done at any registration office. Section 1016
Registration fee - The competent Minister shall have the power to issue a ministerial regulation to reduce the fee or exempt an entity from paying it.

Section 1020/1

(New)

Resolving conflicts between directors or shareholders of a company - In addition to any methods of resolving disagreements between directors or shareholders of a company set out in the Articles of Association, a separate agreement setting out ways to resolve such disputes can be made. Section 1108(1)
Affixing the company seal to share certificates Share certificates needed to be signed by at least one director and have the company seal affixed. Share certificates need to be signed by at least one director, but the company can decide whether or not the company seal should be affixed. Section 1128
Timing of dividend payments            -             Dividends must be paid out within one month of the date of the annual general meeting approved or the directors' resolution on such.

Section 1237 (5)

(New)

Dissolution of a company by court order - The ability of the court to order the dissolution of a company because the company’s continued existence is not possible was added.

Section 1237 (5)

(New)

Labour Protection Act

Subject Previously Amendment Related Laws
Work rules Any company who employs 10 or more people must submit work rules to the Labour Department. It is not necessary to file work rules with the Labour Department. Section 108, 110

Public Limited Companies Act

Subject Previously Amendment Related Laws
Shareholders' power to call an extraordinary shareholders’ meeting Shareholders holding not less than 20% of all shares, or not less than 25 shareholders holding not less than 10% of all shares, may call such a meeting.

One or more shareholders holding no less than 10% of all shares issued may submit a written request at any time to the board of directors to convene an extraordinary shareholders’ meeting.

The board of directors is required to hold the meeting within 45 days of the date that it receives the letter from the shareholders.

If the board of directors does not hold the meeting, the shareholders who requested the meeting can hold the meeting themselves within 45 days of the date that the director should have held the meeting.

The company is responsible for necessary expenses arising from such a meeting, as appropriate. If a quorum is not formed, the shareholders requesting the meeting will be responsible for such expenses.

Section 100
Inspection Shareholders holding not less than 20% of all shares, or not less than one-third (1/3) of shareholders, may ask the registrar in writing to appoint someone to inspect the affairs, financial status, and operation of the board of directors of company. One or more shareholders holding no less than 5% of the total number of shares, or not less than one-third (1/3) of shareholders may make such a request. Section 128

Social Security Act

Subject Previously Amendment Related Laws
Contributing to the social security fund It was at the discretion of the Secretary-General to extend the deadline for making contributions to the social security fund. The Minister of Labour is empowered to extend or postpone the period for making contributions to the social security fund under Sections 39 and 47, as appropriate or necessary.

Section 84/2

(new)

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