Amendments to the Civil and Commercial Code of Thailand
10 May 2023
The following key amendments to the Civil and Commercial Code (CCC) took effect from February 7, 2023 onwards.
- The required minimum number of promoters and shareholders has been reduced from three to two.
- The number of partners who can convert a registered partnership to a limited company has been reduced from three to two.
- A Memorandum of Association is now valid from 10 to 3 years. A Memorandum of Association made for more than 3 years prior to the amendment shall be valid for 180 days only from the date of enforcement.
- Limited companies, except those that have issued bearer shares, are no longer required to publish in a newspaper the notice to schedule an annual general meeting.
- New rules on business combination – previously, business combination can only be effected by merging 2 companies into a new merged entity (i.e., Company A plus Company B = Company C). Under the revised CCC, the merged entities can now survive (i.e., A + B may now be equal to A).