Since 7 February 2023, Thai private limited companies have operated under a materially revised corporate chapter of the Civil and Commercial Code (CCC). The changes were introduced by the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 (2022), published in the Royal Gazette on 8 November 2022 (Vol. 139, Part 69 Kor, p. 1) and in force 90 days after publication.
If you own, manage or are about to set up a Thai company, the amendments affect how you incorporate, hold meetings, pay dividends and restructure. Below is the section-by-section overview, followed by the points that matter most in practice.
Amended CCC Sections at a Glance
| CCC section | Topic | Rule after 7 February 2023 |
|---|---|---|
| 1016 | Place of registration | Registration at the partnership and company registration office where the head office is located, or as prescribed by the Minister |
| 1017 | Information originating abroad | Registration and publication deadlines run from the date the information reaches the head office |
| 1020/1 | Registration fees | The Minister may set, reduce or waive fees by ministerial regulation |
| 1097 | Promoters | Two or more persons may promote a private limited company (previously three) |
| 1099 | Memorandum of association | The memorandum lapses if the company is not registered within three years of its registration |
| 1108(1) | Articles of association | Articles should set a method for resolving deadlocks between directors or shareholders |
| 1128, para. 1 | Share certificates | Signed by at least one director and sealed with the company seal, if any |
| 1158 | Directors’ powers | Directors’ powers under the following seven sections apply unless the articles provide otherwise |
| 1162/1 (new) | Board meetings | Board meetings may be held by electronic means unless the articles prohibit it; remote directors count towards the quorum and may vote |
| 1175, para. 1 | Notice of shareholders’ meetings | Registered mail with return receipt to every shareholder at least 7 days before the meeting (14 days for a special resolution); newspaper or electronic publication only where bearer shares exist |
| 1178 | Quorum | At least two shareholders or proxies holding at least one quarter of the capital |
| 1201, para. 4 | Dividends | Payment within one month of the shareholders’ or board resolution, as applicable |
| 1237(4), (5) | Court dissolution | Grounds include the number of shareholders falling to one, or any other cause preventing the company from continuing |
| 1238–1243 (Part 9 replaced) | Amalgamation and merger | Two forms: amalgamation into a new company, or merger into a surviving company |
| 1246/1 | Conversion of partnerships | A registered or limited partnership may convert into a private limited company with the consent of all partners |
Two Shareholders Instead of Three
A private limited company can now be formed by two promoters (Section 1097), and it must keep at least two shareholders for its whole life. If the number of shareholders falls to one, a court may order dissolution (Section 1237(4)). Previously the threshold was three.
Shareholders’ Meetings: Notice and Quorum
Notice of a shareholders’ meeting must be sent by registered mail with return receipt to every shareholder on the register at least 7 days before the meeting, or 14 days if a special resolution is proposed (Section 1175, para. 1). Newspaper publication is no longer required, unless the company has issued bearer shares.
One practical catch: many companies registered before 2023 used standard articles of association that repeat the newspaper requirement. The statute no longer requires it, but the company remains bound by its own articles until they are amended by special resolution and the amendment is registered with the Department of Business Development (DBD).
A meeting can pass resolutions only if at least two shareholders or proxies are present and together hold at least one quarter of the capital (Section 1178). A single shareholder, however large, can no longer constitute a meeting.
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Board Meetings by Electronic Means
New Section 1162/1 allows directors to meet by any communication technology without being physically present, unless the articles prohibit it. The meeting must follow the law on electronic meetings, and directors attending remotely count towards the quorum and may vote.
Mergers: A New Option Alongside Amalgamation
Part 9 of the corporate chapter was rewritten (Sections 1238–1243). Two or more companies may now combine, by special resolution, in one of two ways:
- Amalgamation: a new company is formed and all combining companies cease to exist.
- Merger: one company survives and the others cease to exist.
The resolution must be registered within 14 days (Section 1239). Shareholders who attended and objected must be offered a buyer for their shares at an agreed or appraised price; if they do not sell within 14 days of the offer, the combination proceeds and they become shareholders of the combined company (Section 1239/1). Creditors must be notified in writing within 14 days and given one month to object, and the resolution must also be advertised in a daily newspaper (Section 1240). If a creditor objects, the combination cannot proceed until that debt is paid or secured.
Other Changes Worth Knowing
- Memorandum of association lapses if the company is not registered within three years of the memorandum’s registration (Section 1099).
- Deadlock clause: articles should provide a way to resolve disputes where directors or shareholders cannot reach a decision (Section 1108(1)). This is worth addressing in a shareholders’ agreement as well.
- Share certificates require the signature of at least one director and the company seal, if the company has one (Section 1128).
- Dividends must be paid within one month of the shareholders’ or board resolution (Section 1201, para. 4).
- Partnerships may convert into a private limited company with the consent of all partners (Section 1246/1).
What Existing Companies Should Check
- Whether your articles still require newspaper notices or contain other provisions that now conflict with your intended practice.
- Whether your articles permit electronic board meetings, and whether you want them to.
- Whether your articles contain a deadlock mechanism.
- Whether a two-shareholder structure would simplify your company, and how any share transfer affects foreign ownership and BOI or licence conditions.
Official Sources
- Civil and Commercial Code Amendment Act (No. 23) B.E. 2565, Royal Gazette, Vol. 139, Part 69 Kor, 8 November 2022 (Thai)
- Department of Business Development (DBD), Ministry of Commerce: company registration and filings
Related Articles
- Private Limited Company Formation in Thailand: Step-by-Step Guide
- Thai Company Directors: Roles, Duties and Risks
- Shareholders’ Agreement in Thailand: What to Include
