Thailand’s Latest Efforts To Faciliate Business Operations – The Civil and Commercial Code

By Piyawannee Watanasakolpunt and Sudthapa Thanathanya

In a move aimed to facilitate business operations in Thailand, the National Council for Peace and Order (“NCPO”) issued order no. 21/2560 on 4 April 2017 with immediately effect to amend provisions of the Civil and Commercial Code, Labour Protection Act, Public Limited Company Act, Social Security Act and Bankruptcy Act.  A summary of some of the more significant amendments to the Civil and Commercial Code (“CCC”) is set out below, and changes to other laws will be covered in subsequent articles.

  • Registration of corporate changes can now be done at any DBD offices

Previously, any changes to a company’s information on file with the Department of Business Development (“DBD”) had to be made in the province where the company’s registered head office is located. Under the new order, registration will be able to be carried out at any DBD office.  The details are to be set out in a yet to be issued ministerial regulation.

  • Shareholder’s dispute resolution may be included in the Articles of Association

Currently, dispute resolution provisions addressing potential disputes among shareholders in a joint venture company are often set out in a separate shareholders agreement.  This may be due to the fact that the DBD has sometimes been unwilling to include such provisions in the publicly available articles of association (“AOA”) if considered overly complex, or because the shareholders want to avoid public scrutiny of such provisions.  Under the NCPO order, the revised CCC will explicitly permit the inclusion of such dispute resolutions in the AOA and registered with the authorities.

  • Declared dividends must be paid within one month

Under the NCPO order, any dividend declared by resolution must be paid within one month from the date of such resolution.  Prior to the NCPO order, there was no statutory deadline for payment of the declared dividend.

  • Company’s seal affixation for share certificate is no longer required

Companies have been required to maintain a seal to be affixed on every share certificate issued by the company, even if they did not require the seal be used for purposes of authorizing documents signed by the company’s signatory directors.

Under the NCPO order, a company will no longer need to maintain a seal solely for issuing share certificates.