Category: Civil and Commercial Law
Laws Governing Thai Limited Companies
Nature and Formation of Limited Companies Section 1096 of the Civil and Commercial defines a limited company as that kind of which is formed with a capital divided into equal shares and the liability of the shareholders is limited to the number of shares respectively held by them. Any three or more persons may, by […]
Introduction to Force Majeure
“Force majeure” (“FM”): FM, also referred to as an Act of God, addresses the scenario when performing a contract or obligation becomes impossible, difficult, or onerous to perform due to exceptional events outside of either party’s control. Typically, a party prevented from fulfilling its obligations by such events is temporarily relieved from complying with those obligations […]
The Thailand Civil Partnership Bill
The Second in Southeast Asia In July last year, the Thai Cabinet approved the Civil Partnership Bill, which was proposed by the Ministry of Justice to allow same-sex couples to register their partnership. The bill has been submitted to the House of Representatives Coordination Committee for consideration and approval before it will be forwarded to […]
Setting Up Company Partnerships under Thai Law
The Civil and Commercial Code of Thailand assists with the formation of partnerships similar to those found in the laws of other countries. However, partnerships are normally not formed by foreign investors due to particular difficulties that arise due to the Foreign Business Act of 1999. Generally speaking, the formation of a limited company is […]
Mergers and Acquisitions: Corporate Income Tax Implications
Under the Revenue Code of Thailand, what are the corporate income tax and other tax implications arising after a merger and acquisition? The basic principle under Thai law is that after a merger, the amalgamated company inherits the rights and liabilities of the former companies.1 This principle is particularly relevant in terms of tax liability. […]
Liability of Limited Partner in Thailand
A defining characteristic of the Limited Partnership under the Civil and Commercial Code of Thailand is that it distinguishes between limited partners and managing partners. This is a different situation than with an ordinary partnership where all the partners have joint and unlimited liability. In a limited partnership, the managing partner or partners assume joint […]
Company Registration: Shareholder Meetings
Shareholder meetings form an important element of Thai company law, as Section 1144 of the Civil and Commercial Code states that “Every limited company shall be managed by a director or directors under the control of the general meeting of shareholders and according to the regulations of the company.” Therefore, shareholders play an important, albeit […]
Mergers and Acquisitions: VAT Implications under the Revenue Code
Under the Revenue Code of Thailand, what are the specific value-added tax (VAT) implications that arise after a merger and acquisition? The general principle of law as stated in Sections 152 and 153 of the Public Limited Companies Act of B.E. 2535 (1992) is that a merger of companies causes the former companies to cease […]
Testate Succession Under Thai Law
Succession is a mode of acquisition by virtue of which the properties, including their rights and obligations, of a person (the Testator) are transmitted upon death to his or her heirs, devisees and legatees. In Thailand, succession may either be testate or intestate. Testate succession occurs when a person dies with a Thai Will naming […]
Withholding Tax for Sale of Property with Co-Owners
According to Thai Revenue Department regulations1, when the immovable property, such as land, with co-owners is sold, then payment of withholding tax when the transaction is registered at the Land Office shall apply as if the co-owners are engaged in an ordinary partnership according to Section 1012 of the Civil and Commercial Code2; in other […]
