Forming and running a Thai limited company
A Thai limited company needs two people, not three.
Section 1097 of the Civil and Commercial Code said three until section 6 of Amendment Act No. 23 B.E. 2565 replaced it with any two or more persons, in force from 7 February 2023. The rest of the formation rules sit in the same handful of sections. Every share the company proposes to register must be subscribed or allotted before the company is registered, under section 1104. A share cannot be worth less than five baht, under section 1117. The first payment on each share must be not less than twenty-five per cent of its nominal amount, under section 1105, and section 1110 puts the collecting of it on the directors once the statutory meeting has been held. None of that is the hard part. What the Code requires in the years after registration is where companies come unstuck.
Articles in this subject
Setting up a Thai limited company, and everything the Code asks for after that.
How to Register a Company in Thailand
The office, the documents, the capital trail the DBD now checks, and what a Thai company has to do every year.
Read → Sections 1097 to 1112 · Central Registration Office Order 2/2569Thai Company Capital and Shareholders: What the Law Requires
Two shareholders since February 2023, a first payment of at least twenty-five per cent on every share, and what registered capital does not prove.
Read → Sections 1097, 1104, 1105 and 1117 · Amendment Act (No. 23) B.E. 2565What a Newly Registered Thai Company Is Usually Missing
Registration is one exercise. The registers, minutes and share transfer documents the Civil and Commercial Code requires afterwards are another.
Read → Civil and Commercial Code, sections 1097 to 1171Thai Law FAQ: Setting Up and Running a Thai Company
Who signs contracts for a Thai company, and the paperwork a share transfer needs.
Read → Civil and Commercial Code · Foreign Business Act B.E. 2542The other five subjects
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