[ESTABLISHING A BUSINESS ENTITY IN THAILAND] 487
account to prove his/her financial ability for such investment. o The same rule applies for a company that has no foreign shareholders but has a foreign authorized director as one of its board members. Step 2. Final Registration After the Statutory Meeting, all directors appointed in the meeting must sign the application form and other related documents needed to register the Company as required by Thai Corporate Law. The application form shall be accompanied with copies of the Memorandum and Articles of Association (the registration of incorporation shall be made within 10 years after the Memorandum of Association having been registered, unless such registered Memorandum of Association shall consequentially be repealed) and details concerning office address, names of directors and authorized directors, name of auditor, etc. Once approved, the registration fee must be paid to the Registrar’s Office at a single flat rate of Baht 5,000. According to the amendment of the Thai Civil and Commercial Code effective on July 1, 2008, the registration incorporation process for a company can be completed with the Department of Business Development within one day. Currently, the DBD has implemented its “e - Registration” for the formation of new partnerships and private companies together with the registration of any corporate changes for such juristic entities. For more information, please visit the DBD’s website: http://www.dbd.go.th. According to the laws concerning personal data protection in Thailand, enforcement was due to
become fully effective for the first time on May 27, 2020; however, it has been postponed and having come into force from June 1, 2022 onwards, the collection, use, and disclosure of any personal data must also consider and be in compliance with the related Thai laws. Remark: Under the current Civil and Commercial Code, “amalgamation” is recognized as two limited companies or more combine to form a new company by the special resolution adopted by the meeting of shareholders. After the completion of a combination, the former companies will be dissolved and liquidated and then no longer exist as legal entities. The concept of merger and acquisition has come to full enforcement and effect on February 7, 2023, is as follows: 1. Merged into a new company, and the merged companies are no longer legal entities. (This method is recognized as an amalgamation under the current law.) 2. When two companies merge, the other merged company ceases to exist. The newly merged company shall assume the properties, liabilities, obligations, and responsibilities of the merged company. There were no changes or amendments to the statutory provisions of the Acts government the establishment of the sole enterprise, the juristic partnerships, the company limited, and the public company limited since the last ILN publications. However, there is a material change on criminal penalties imposed against the shareholders/directors and their juristic entities for the violation or failure to regulatory compliance under the Act prescribing Offences under the Registered Partnerships, the Company Limited, the Associates and the Foundation B.E. 2499 (1956). The provision that
ILN Corporate Group – Establishing a Business Entity Series
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