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Thai Corporate & Company Structures
There are five types of corporate entities that can be formed under the Civil and Commercial Code, Books 1-6 (November 1923 Revised last June 1992) of Thailand and the Thai Public Limited Companies Act (1992).  These five types are all attributed with the status of natural or juristic persons under Thai law.  Corporate Law generally follows the principles of English Corporate Law.  To conduct business a Thai or alien person(s) may form the following entities:

Partnerships:  Three types differing in terms of the limited liability and taxed juristic identity.
    An unregistered ordinary partnership has partners, who are all jointly liable, without any limitation.  This type of partnership is not a separate legal entity registered with the Commercial Registrar but is subject to taxation as if it were a natural person.
    A registered ordinary partnership is a legal entity having a separate identity from each of the partners by virtue of its registration with the Commercial Registrar.  It is treated as a corporate entity for tax purposes.
    A limited partnership - one or more partners, individual liabilities are limited to their respective contributions, and one or more partners jointly liable without any limitation on all obligations of the partnership.  It is taxed as a corporate entity.
    See the Civil & Commercial Code - Book three, Title XXII, Chapter II & III for complete details.

Private Limited Company:  is a non-listed private corporation whose directors and shareholders have limited liabilities and whose shares are not made available for sale to the public.  You will require seven promoters.  All shares must be issued and at least 25% paid up on incorporation but account can be taken of non-cash value contributed to the enterprise such as property and services in the initial share allotment.  Minimum share value is five Thai Baht.  Registered capital of your company can be increased or decreased by special resolution.  You can provide for both ordinary and preferential shares classes via Articles of Association as well as voting rights, nomination of directors, proxies etc.

    See the Civil & Commercial Code - Book three, Title XXII, Chapter IV for complete details.

Public Limited Company:  Only Public Limited Companies may issue shares to the public.  To do so requires formal submissions and disclosure to the Securities & Exchange Commission (SEC) prior to obtaining approval from the Stock Exchange of Thailand (SET) to list your shares.  Issuing of new shares is also subject to prior approval under the Securities & Exchange Act (1992) and pursuant regulations. Fifteen or more `Promoters' are required to form your Public Limited Company and at least half must reside in Thailand.  Half your Directors must also reside in Thailand.  Minimum share value is set at five Baht and there are small shareholder requirements ranging from 10% - 30%.  It is not unusual for Private Limited Companies to become Public Limited Companies listed on the SET.
 
    See the Public Limited Companies Act & the Securities & Exchange Act (both 1992) for details.

Thai Private and Public Limited companies may be wholly owned by foreign entities, but where it conducts commercial activities reserved for Thai nationals under the Alien Business Operations Act, a foreign natural or juristic person's participation is restricted generally to a maximum of 49%.  (See Foreign Investment Regulation Below)  It is important to note that foreign controlled' management of a Thai majority owned company can also cause it to be defined as a an Alien juristic person.

The Ministry of Commerce administers the Civil Commercial Code and provides all details and procedures for formation of a private limited partnership or company.  See the Ministry of Commerce Web site for further details at www.moc.go.th/.