Amendments to the Civil and Commercial Code: new rules for companies in Thailand

The new amendment to the CCC introduces the following changes to corporate governance and transactional rules in Thailand:

• Currently, at least three shareholders are required when incorporating a new company. Under the new amendment, only two shareholders will be necessary.
• The requirement to submit a notice calling a general meeting of the shareholders will no longer be required to be published in a local newspaper and now only requires the notice to be sent to existing shareholders via post. However, if a company issues bearer certificates, a notice calling a general meeting of shareholders must still be published either in a local newspaper or via electronic media.
• To pass any resolution during a general meeting of shareholders, at least two shareholders must be present. These shareholders can be present either in person or via proxy and must represent at least one-quarter of the capital of the company.
• Distributing dividends must be completed within one month of a shareholders’ meeting or the directors passing a resolution on dividend payment.
• A company may be dissolved by order of the court due to the number of shareholders decreasing to one.