Business Hours:
Mon.-Fri. 8.30-17.00 hrs.
Mon.-Fri. 8.30-17.00 hrs.
(+66)2 693-2036
(+66)2 693-2036
In Thailand two or more companies can only amalgamate or merge together to form a single company using the procedures set out in Sections 1238 to 1243 of the CCC. Amalgamation is the only type of corporate merger permitted under Thai law.
In an amalgamation two or more companies amalgamate together to form a new company that assumes all the rights and obligations of the companies to the amalgamation. Amalgamation requires the approval of all companies to the amalgamation by way of special resolutions. The special resolutions of each company have to be registered with the Ministry of Commerce and District Commercial Registration within fourteen days after the date of the second shareholder's meetings required to pass such resolutions.
When the amalgamation has been approved by special resolution, it must be registered within fourteen days by each company to the amalgamation, and the new limited company deemed to be formed by the amalgamation must be registered. The share capital of the new company must be equivalent to the total share capital of all of the companies to the amalgamation. Amalgamation does not require the formal liquidation of the companies to be amalgamated. However each of the companies to the amalgamation are deemed to have ceased to exist and a new company deemed to have been formed. The new company is entitled to all of the rights and subject to all of the liabilities of the companies to the amalgamation.
Please note that the amalgamation process could take at least 7-8 months including the period required to convene two shareholders� meetings to pass the special resolution and the six months objection period. Attached is a tentative schedule of timing and steps required for amalgamation.
Acquisition is to be used when one firm purchases another. An acquisition is also known as takeover by changing the shareholders and the company director(s). At the stage of acquiring a company, the process could be very complicated and time consuming. Investors who want to operate this kind of business in Thailand will be highly recommended to conduct proper due diligence to make sure that the company has no debts and liabilities and to acquire the company's employees properly.
On behalf of international clients, a corporate lawyer in Thailand with a depth of experience can assist in setting up and registering Thai and Amity treaty companies. Our legal counsel and business consultants are strong in business and conflict resolution experience. That depth of experience, coupled with a contemporary perspective, means our corporate lawyers and business consultants tend to be forward- thinking and innovative in satisfying client needs.
A limited company in Thailand requires 3 Investors as promoters and shareholders of the company. An ordinary person aged 12 years old can set up a company in Thailand regardless of his/her nationality. Pursuant to the Civil and Commercial Code there are 2 types of share, namely an ordinary share and a preferred share...
According to the Civil and Commercial Code (CCC), partnerships can be divided into 2 types: Ordinary Partnerships, Limited Partnerships. In an ordinary partnerships, at least 2 investors are required and they become partners who are jointly and wholly liable for all obligations of the partnership. An ordinary partnerships may or may not register as a juristic person...
Under Thai Law, a foreign company can establish a limited presence by registering a representative office which can provide a useful stepping stone in testing the size of the Thai market before committing to establishing a registered company...
A regional office serves as an assistant, and reports to the head office with regard to maintaining and supervising matters of the branch offices or subsidiaries located in the same area. The operation of Regional Offices in Thailand in order to render the service for its head office or the affiliated company or the group company which is located in Thailand or Asian region is the operation of business under the business listed in List 3(21) attached to the Foreign Business...
Foreign companies may carry out certain business in Thailand through a branch offices which is setup in order to control various business activities in Thailand of their mother or parent company overseas. However, the liabilities of a branch offices remain with the parent company. A branch offices would need to have the same name as the parent company. Branch offices are required to maintain accounts only relating to the branch ...
A foreigner may engage in certain types of business according to the Foreign Business Act B.E. 2542 (1999) with various types of activities located in the list of activities provided by the Foreign Business Act comprised in Lists one (1) to three (3)...
The Treaty of Amity and Economic Relations between the United States of America and the Kingdom of Thailand was signed on May 29, 1966. This treaty allows U.S. citizens and businesses to establish a company or branch office in Thailand. Under the treaty, is permitted to do almost anything a Thai company does...
Investment privileges have long been one of the various measures applied by the Thai Government to attract foreign investment to Thailand and to support the Government�s goal of decentralising Thailand�s industrial base. One key investment incentive set up by the Board of Investment (BOI), the agency directly responsible for investment promotion, is tax and duty privileges for promoted projects...