Amendments to provisions of the Civil and Commercial Code related to limited companies

On 8 November 2022, amended provisions of the Civil and Commercial Code (“CCC”) were published in the Royal Gazette, to be effective on 7 February 2023. The key amendments related to limited companies are as follows:

Keywords: Mazars, Thailand, Legal, Civil and Commercial Code, Royal Gazette

22 December 2022

Issues	References	Amendments
1. Minimum number of promoters for establishing a limited company	Section 1097	At least two* persons* subscribing to the Memorandum of Association can establish a new limited company
2. Reasons for requesting the court to order a limited company to be dissolved	Section 1237	A company can ask the court to order it to be dissolved if the number of shareholders is reduced to one, or for any other reasons affecting the existence of the company’s business.
3. E-meeting of the Board	Section 1162/1 (New added)	A director can attend a meeting of the board of directors without needing to be present in person unless the Articles of Association of the company stipulate otherwise.
4. Notice of shareholders’ meetings being called	Section 1175	Notice of a shareholders’ meeting being called must be sent by registered mail with return receipt. For a shareholder holding a bearer share certificate, notice must be published in a local newspaper or through electronic media in addition to being sent by registered mail with return receipt.
5. Minimum number of attendees of shareholders’ meetings	Section 1178	At least two shareholders or their proxies must attend shareholders’ meetings.
6. Prescribed period for paying dividends to shareholders	Section 1201	The CCC will now specifically state that dividends must be paid out within one month of a company declaring dividends. As a result, there will be penalties imposed by the Act Prescribing Offences Related to Registered Partnerships, Limited Companies, Associations, and Foundations, 2499 B.E. (1956) if a company fails to comply with this requirement.
7. Amalgamation / merger	Section 1243	The amended CCC will allow amalgamation to take place in the following cases: Where two or more limited companies are combined to form a new limited company. Where one or more limited companies are merged into an existing limited company and such merged companies cease to be legal entities. A period for creditor to object such amalgamation is reduced to one month from the date receiving the notice of the company.