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

November 14, 2022

Thailand Officially Opens New M&A Pathway—Plus Eight Other Notable Changes in the Amended CCC

Subscribe to Updates

On November 8, 2022, the Act Amending the Civil and Commercial Code B.E. 2565 (No. 23)—which Tilleke & Gibbins wrote about last month as the law was poised for enactment—was published in the Government Gazette, completing a lengthy process that had been under scrutiny for over two years. The act is expected to come into effect on February 6, 2023 (i.e., 90 days after the date of publication).

New M&A Option

The new amendments contain a number of important changes, but perhaps the most notable is the introduction of a new type of business combination. The Civil and Commercial Code (CCC) previously only allowed “amalgamation,” which is a consolidation of two or more companies resulting in the formation of a new entity, with all the amalgamating companies being dissolved.

The amended CCC provides more options by introducing “merger” as another possible type of business combination. A merger occurs when two or more companies merge and one of the companies continues to exist while the others companies are dissolved. Like the newly created company in an amalgamation, the surviving entity in a merger assumes the property, liabilities, rights, obligations and responsibilities of all the dissolved entities.

Some important considerations for the merger process (which also apply to amalgamations) are specified in the amended CCC as follows:

  • Purchase of shares from dissenting shareholders. The amended CCC allows minority shareholders who disagree with the merger (or amalgamation) to sell their shares to the other existing shareholders at the agreed price. Alternatively, the price may be determined by an appointed valuer if the parties cannot reach an agreement on the purchase price. If the share purchase does not occur within 14 days of the offer date, the shareholder who rejects the offer will become a shareholder of the surviving (or newly created) company after the merger (or amalgamation). Rules for the appointment of a valuer will be set out in ministerial regulations.
  • Period for creditor objection process. Each merging (or amalgamating) company must send notice of the merger (or amalgamation) to any creditors listed in the accounts of the company and publish the resolution in a daily newspaper within 14 days of the resolution. Creditors can send an objection within one month receiving the notice. If an objection is raised, the company cannot proceed with the merger (or amalgamation) unless it has satisfied the claim or given security for it.
  • Quorum and voting requirements for corporate governance. The director must call a shareholders’ meeting to pass a resolution on the name, objectives, share capital, allocation of shares, memorandum and articles of association, selection of directors, appointment of an auditor, and other necessary matters within six months of the resolution to merge, unless shareholders have resolved to extend the deadline (up to one year). The quorum for passing the resolution is participation of shareholders holding not less than 50 percent of the total shares of all merging (or amalgamating) companies. Passage of the resolution requires a majority vote of the shareholders attending the meeting, unless agreed otherwise.

General Corporate Governance and Procedural Changes

The newly published amendments to the CCC make eight other major changes—all of which apply only to private limited companies:

  1. Number of shareholders for incorporation. The amended CCC reduces the minimum number of promoters who can establish a private limited company from three persons to two. This will facilitate the registration of the company and provide promoters with more options.
  2. Term of memorandum of association (MOA). Under the amended CCC, a founder needs to register the incorporation of the company within three years of registering the MOA. Previously, a registered MOA was valid for 10 years. For MOAs that were registered under the old provisions but the company has not yet been registered, the promoter will need to register the company within 180 days of the amended CCC entering into force.
  3. Share certificates. Under the amended CCC, every share certificate must be signed by at least one director and must bear the seal of the company (if the company has a seal). Prior to this amendment, there was no requirement for share certificates to bear the seal of the company.
  4. E-meetings for boards of directors. The amended CCC provides that board of directors meetings can be convened electronically, provided that the meeting is carried out in accordance with the laws applicable to electronic meetings. This means that a director can attend and vote in the meetings remotely, unless the company’s articles of association specify otherwise.
  5. Shareholders’ meeting notice. Companies are no longer required to publish a notice calling a general meeting of shareholders in a local newspaper, unless the company has issued share certificates to bearers. Under the amended CCC, a company can call a general meeting of shareholders by sending a notice by post with acknowledgement of receipt to every shareholder whose name appears in the register of shareholders. This must be done not less than seven days before the meeting date—or 14 days if the notice is for a special resolution. A company with share certificates issued to bearers is still required to publish a notice at least once in local newspaper or via electronic means, as prescribed by the relevant ministerial regulations.
  6. Quorum for shareholders’ meetings. Under amended CCC, a general meeting may not transact any business unless not less than two shareholders representing not less than one-fourth of the capital of the company are present, either themselves or via proxy.
  7. Payment of shareholder dividends. Under the previous version of the CCC, shareholder dividends had to be “made” within one month of being approved by a company’s shareholders or its board of directors. The amended CCC clarifies that the dividends must be “completely made” within one month of being approved by a company’s shareholders or by its board of directors.
  8. Dissolution by court order. Since the minimum number of promoters is reduced from three persons to two, the number of shareholders required to request a court-ordered dissolution of the company is reduced to one person. As amended, the fact that a company only has two shareholders will not cause a dissolution (though this was the case under the previous version of the CCC).

Doing Business under the Amended CCC

Taken as a whole, the amended CCC should be a positive development for the business environment in Thailand. It eases the process of company incorporation, holding director’s meetings, and issuing notices to shareholders. It also provides businesses with more options for integration, giving companies more options for their strategic M&A and transactional activities.

While some details of implementation remain to be seen, it is likely that the amended CCC will create a more conducive environment for investing and doing business in Thailand.

Related Professionals

Practices

Corporate/M&A

Location

RELATED INSIGHTS​ 

June 9, 2026
On April 28, 2026, the Central Bank of Myanmar (CBM) issued Notification No. 18/2026 introducing the new Foreign Remittance Business Regulations. The new regulations apply to companies intending to operate foreign remittance businesses in Myanmar that are not licensed banks, non-bank financial institutions, or other financial institutions. The regulations supersede and replace the previous regulatory framework governing foreign remittance businesses under CBM Notification No. 21/2019. While the overall structure remains familiar, the new regulations introduce more detailed requirements for licensing, operations, reporting, and compliance, with a stronger focus on transparency and regulatory oversight. Broader Licensing Requirements Under the new regulations, applicants must submit detailed business plans describing the use of information technology and mobile platforms, along with clear plans for handling remittances from workers abroad and resolving customer complaints. Financial Thresholds and Reporting Requirements The baseline financial thresholds remain unchanged. Licensees must maintain a security deposit of MMK 100 million in an escrow account, along with a separate revolving fund dedicated solely to remittance operations. The new regulations introduce more structured reporting obligations. Licensees are now required to submit daily remittance transaction data by the next business day before noon, in addition to monthly and periodic reporting requirements. Foreign bank account statements must also be submitted regularly, and licensees must provide updates on business operations every six months. Strengthened AML and CFT Framework The new regulations place a greater emphasis on anti-money laundering (AML) and counter financing of terrorism (CFT), with tighter controls over management changes. Any changes in shareholding, share transfers, or the appointment of key management personnel such as the managing director require prior approval from the CBM. Licensing Fees and Validity The new regulations increase licensing costs, while maintaining the same validity period of three years. The new regulations provide more detailed grounds for suspension and
Read More
June 4, 2026
On May 19, 2026, the Cabinet of the Royal Thai Government approved, in principle, revisions to Thailand’s visa exemption scheme and visa on arrival (VOA) program, as proposed by the Ministry of Foreign Affairs and the Ministry of Tourism and Sports. The revisions represent a tightening of Thailand’s immigration framework and will affect a broad range of short-term visitors. Background On July 15, 2024, Thailand expanded its visa exemption scheme by increasing the permitted period of visa-exempt stay from 30 days to 60 days in order to promote tourism, support the country’s post-pandemic economic recovery, and facilitate international travel. Under this revised scheme, passport holders from 93 countries and territories (an increase from the previous 57 countries and territories) have been permitted to enter Thailand without a visa and remain in the country for up to 60 days per entry for purposes including tourism, business engagements, urgent work, and ad hoc assignments. In addition, eligible visitors may apply at the Thai Immigration Bureau for a further 30-day extension of stay. Key Changes The proposed revisions would revoke the current 60-day exemption and reinstate the previous stay period, thereby reducing the maximum permitted stay for eligible travelers to 30 days per entry. In addition, the number of countries and territories eligible under the 30-day visa-exemption scheme is expected to be reduced to 54. The scope of the VOA scheme would likewise be significantly narrowed, with the number of eligible countries reduced from 31 countries to just four (Azerbaijan, Belarus, Serbia, and India). Further, Thailand is expected to introduce a new 15-day visa exemption category for nationals of Seychelles, the Maldives, and Mauritius. The revised framework would also limit each country or territory to a single visa exemption privilege in order to simplify Thailand’s immigration framework and reduce overlapping immigration privileges.
Read More
May 25, 2026
After several years of policy discussion and continued efforts led by the Ministry of Commerce (MOC) to relax the list of reserved businesses under the Foreign Business Act B.E. 2542 (1999) (FBA), the reform process has now reached a significant milestone. On May 12, 2026, the Thai cabinet approved in principle two draft subordinate legislative instruments aimed at delisting certain reserved business activities under the FBA and reducing licensing requirements for foreign business operators. These developments signal a renewed and concrete effort by the government to modernize Thailand’s business regulatory framework in order to attract foreign investment and boost Thailand’s competitiveness in the global market. Nine Businesses Set for FBA Delisting Below is a list of the nine businesses that are being targeted for delisting from the FBA’s restrictions. A draft ministerial regulation would delist the first eight reserved businesses, while a royal decree has been drafted to delist the ninth business: Telecommunications services (Type 1 license only, covering operators without their own telecommunications infrastructure), under the supervision of the Office of the National Broadcasting and Telecommunications Commission. Treasury center services subject to the Foreign Exchange Control Act B.E. 2485 and under the supervision of the Bank of Thailand. Securities-collateralized lending, pursuant to the laws governing securities and exchange and derivatives regulated by the Securities and Exchange Commission. Agency, dealer, advisory, or fund management services relating to derivatives where the underlying assets fall outside the scope of the Derivatives Act B.E. 2546 (2003) Intra-group shared services, including administrative, human resources, and IT functions Intra-group domestic debt guarantee services Leasing of partial space for installation of financial service machines and automatic vending machines for employee use Petroleum drilling services Trading of agricultural product derivatives through a futures exchange, with physical delivery or receipt of agricultural products at a futures exchange–designated
Read More
April 29, 2026
Vietnam’s education sector is entering a new regulatory era. On December 10, 2025, the National Assembly adopted a series of new and amended laws in the field of education, including the 2025 Law on Vocational Education, the 2025 Law on Higher Education, and the amended Law on Education No. 123/2025/QH15 (Amended Law on Education). These laws together took effect on January 1, 2026, marking a significant reform of Vietnam’s legal framework governing the education sector. The legislative package introduces a new lawmaking approach under which foundational and principle-based provisions are codified in the Amended Law on Education, while the Law on Higher Education and the Law on Vocational Education serve as specialized statutes providing supplementary, sector-specific regulatory detail tailored to their respective subsectors. The Amended Law on Education fundamentally restructures how educational institutions are established, governed, and licensed, with direct implications for private investors, foreign-invested entities, and education service providers operating in Vietnam. Below are several highlights of the key changes under the amended law, especially in the private sector, that stakeholders should understand: Change in the National Education System In addition to primary education, lower secondary (junior high school) education is now compulsory in Vietnam. Accordingly, diplomas are no longer awarded upon completion of lower secondary school but only for upper education levels. The national education system is also expanded through the introduction of vocational high school as a new level of vocational education. Such reform creates additional learning pathways that not only enable learners to pursue both further education and participate in the labor market, but also better align education and training with socioeconomic development needs. New Hurdle for Joint Investors: Mandatory Corporate Entity Requirement Where two or more investors jointly establish an education institution, the investors are no longer permitted to directly establish such an institution.
Read More