You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

July 8, 2020

Doing Business in Thailand Gets Easier with New Amendments to Civil and Commercial Code

Subscribe to Updates

In June 2020, Thailand’s cabinet approved two sets of amendments to the Civil and Commercial Code (CCC) to update corporate governance and transactional rules and simplify the process of setting up and conducting businesses in Thailand. The draft amendments will be sent for parliamentary approval before being officially promulgated in the Government Gazette.

First Set of Amendments

On June 9, 2020, the cabinet approved draft CCC amendments that had already been reviewed by the Council of State. The proposed amendments allow greater flexibility in the registration process for some businesses and embrace the use of technology for corporate operations.

Registration process for partnerships and private company

For private companies and partnerships, applications for registration and subsequent corporate changes can be submitted at any approved Department of Business Development (DBD) registration office, regardless of the location of the partnership or private company. The Ministry of Commerce is empowered to set or waive registration fees for incorporation, obtain copies of any necessary corporate documents, and so on. A company’s memorandum of association will automatically expire if the company is not incorporated within three years (reduced from the current ten years) after registration.

E-meeting procedures

Electronic meetings of shareholders and directors of limited companies are permitted in principle, unless otherwise prohibited in a company’s articles of association. In April 2020, e-meetings were approved by the Royal Decree on Teleconferences through Electronic Means B.E. 2563 (2020), and these new amendments to the CCC represent a formalization of this approval.

Company meeting notification

Under the amended CCC, notices calling for company meetings no longer have to be published in a local newspaper, except when the company has bearer share certificates (which is very uncommon in Thailand). The requirement to mail notices to all shareholders via return-receipt post remains in place.

Second Set of Amendments

Additional amendments to the CCC were approved in a cabinet meeting on June 23, 2020. A brief summary of the amendments is set out below.

Mergers

Until now, the CCC only has only recognized the concept of “amalgamation” of companies, which refers to the formation of a new company by the integration of two or more companies. The draft amendment offers an alternative: a merger of companies, whereby one company will merge into another survival company.

Dividend payment timeline

The draft amendment formally sets a limit of one month (counting from the declaration of the dividend at the relevant meeting) for companies to make their dividend payments. This timeline has been in place since the National Council for Peace and Order’s Order No. 21/2560 in 2017.

Company promoters and shareholders

The incorporation of a limited company in Thailand will require only two promoters (reduced from three), and companies will now be required to maintain a minimum of only two shareholders at all times. In addition, the court is authorized to dissolve a company if the total number of shareholders decreases to one. Please note that the long-awaiting Single-Person Company Act—which will further impact these measures—is still being considered by the Council of State and is not expected to be issued soon.

Shareholders meeting quorum

A minimum of two shareholders must attend shareholders meetings, whether in person or by proxy. This is an adoption of the precedent set by court and DBD rulings that no meeting can be convened by only one person.

For more details on the progress of these amendments to Thailand’s CCC, please contact Kobkit Thienpreecha at [email protected] or +66 2056 5534, or Thammapas Chanpanich at [email protected] or +66 2056 5561.

Related Professionals

Practices

Corporate/M&A

Location

RELATED INSIGHTS​ 

October 31, 2025
On September 29, 2025, Thailand’s Office of the Personal Data Protection Committee (PDPC Office) published its Regulations on the Review and Certification of Binding Corporate Rules B.E. 2568 (2025) (the Regulations). The Regulations provide clarity on the PDPC Office’s approach to reviewing and certifying binding corporate rules (BCRs) under Section 29 of the Personal Data Protection Act B.E. 2562 (2019) (PDPA), and aim to facilitate international data transfers within a group of undertakings or enterprises (a “corporate group”). In conjunction with this development, the PDPC Office also approved BCRs for two companies operating in Thailand on September 30, 2025. This milestone represents the first concrete progress since the PDPC’s Notification on Criteria for the Protection of Personal Data Sent or Transferred to a Foreign Country pursuant to Section 29 of the PDPA B.E. 2566 (2023) came into effect in March 2024. Some key features of the Regulations are set out below. Categorization of BCRs BCRs are classified into two types: (1) BCRs for Controllers (BCR-C) and (2) BCRs for Processors (BCR-P). The category must be clearly specified when submitting the BCRs to the PDPC Office. Documentation Requirement The applicant must prepare and submit the application (a standard template may be provided by the PDPC Office in the future) along with supporting documents for review and certification in the Thai language. If the supporting documents are in a foreign language, a certified Thai translation should be provided. The translation must be notarized by a notary public or qualified person. Supporting documents may include, among others, a binding instrument such as an intra-group agreement, or a list of entities subject to the BCRs. Expedited Process Requirement Organizations with existing BCR approvals under the EU or UK GDPR, or from countries announced by the PDPC under Section 28, may apply through an
Read More
October 30, 2025
Recent events at a Thai listed company, where a proposal to remove the director was not successful, amid claims that a competitor was attempting to gain control of the company, illustrate how disputes over corporate control can unfold differently at the board level and shareholder level. At the board level, removing directors of a listed company mid-term to gain corporate control is not an easy task under Thai law, as it requires a higher threshold than appointing a new director, which typically only requires a simple majority vote in a listed company. At the shareholder level, Thailand’s tender offer and competition regimes add complexity where different shareholder groups act in concert to remove opposing board representatives or otherwise influence control. In this article, we will explore why the attempted removal of a director may fail, and how the tender offer regime may apply. Key Issues at a Glance Shareholder groups may seek to convene meetings to propose changes to board composition or company authority. Such proposals can be delayed or complicated by regulatory requirements and the need for additional disclosures. Regulatory authorities and minority shareholders may raise concerns when major shareholders coordinate to influence board control, especially if such actions could trigger tender offer or merger control obligations. Companies often respond by seeking further information on shareholder relationships and potential conflicts before proceeding. Why the Director Removal Failed Under Section 76 of the Public Limited Companies Act B.E. 2535 (as amended), the early removal of a director requires two conditions to be satisfied at the same meeting of shareholders: Headcount test: At least 75% of shareholders attending and entitled to vote must vote in favor. If multiple shareholders appoint the same person as proxy, each proxy is counted as a separate head for the purpose of the headcount test,
Read More
October 24, 2025
On October 22, 2025, the Thai government posted a directive not to grant gambling licenses for gambling involving poker nationwide to crack down on illegal gambling activities. The directive was issued by Thailand’s Ministry of Interior to align with government policies to prevent the legalization of all types of gambling businesses, including poker as a sporting activity. This will result in the revocation of poker activities as sport and institute a strict ban on such activities nationwide. Businesses should note the new government’s strict approach toward gambling activities as the legal situation regarding gambling in the country continues to draw close attention.
Read More
October 1, 2025
In September 2025, Thailand’s Securities and Exchange Commission (SEC) accused a company listed on the Stock Exchange of Thailand (SET), including its current and former directors, of concealing material information in connection with its filing registration and draft prospectus. This recent enforcement action demonstrates the serious consequences of making false statements or appearing to conceal material information in IPO filings and ongoing disclosures. In addition to being subject to criminal penalties, such actions can impact the eligibility of directors and executives to serve and may cause lasting reputational damage. Key Legal Risks The Securities and Exchange Act B.E. 2535 (1992) (as amended) imposes strict liability for making false statements or concealing material information in IPO registration statements and draft prospectuses. In such cases, investors can claim for damages, and there are also criminal penalties, including imprisonment for up to five years and substantial fines, may apply to the company, its directors, and responsible officers. However, misstatements or omissions in IPO filings do not, by themselves, disqualify directors or executives from holding office, whether arising from an SEC accusation or even a final court judgment. In contrast, for ongoing disclosures after listing, such as financial statements, annual reports, and meeting notices, false or misleading statements or concealment of material information can result in not only criminal liability but also immediate disqualification of directors and executives. If the SEC accuses a listed company or its directors or executives of such misstatements or omissions, those directors or executives are immediately disqualified from their positions, even before a final court judgment. Director and Executive Qualifications Directors and executives must meet the SEC’s specified standards of trustworthiness, as set out in the relevant rules. The SEC clearly defines characteristics that are considered to demonstrate a lack of trustworthiness. For ongoing disclosures, being involved in
Read More