Draft Act for Amendment to the Civil and Commercial Code (as approved by the Cabinet on 9 June 2020)

The Cabinet, on 9 June 2020, has approved a Draft Act for Amendment to the Civil and Commercial Code (no. ..) B.E. …. (“Draft Amendment to the CCC”) to amend some provisions of the Civil and Commercial Code in regard to partnership and company in which the Draft Amendment to the CCC will be proposed to the House of Representatives for its further consideration and approval before publishing in the Government Gazette

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Summary of the amendment are as follows:

1. The application for incorporation of partnership or company can be submitted at any of the Office of Business Registration Service as prescribed by the Minister.

2. The Minister has its authority to reduce or exempt government fees for registration, requesting for copies of documents with certification and other fees related to partnership and company matters.

3. The registered Memorandum of Association would be expired if it has not been registered for company incorporation within three years. However, if any Memorandum of Association has been registered before the effective date of this Draft Amendment to the CCC and that its validity period (3 years) has lapsed, the validity period of such Memorandum of Association will be extended for another 180 days.

4. The company seal must be affixed on every share certificate only in the case that the company has its company seal.

5. The board meeting may be conducted by any form of technology in which the directors will not need to appear in the meeting unless prohibited by the provisions of the Articles of Association of the company. However, the said meeting must be conducted in accordance with the rules, procedures and conditions prescribed in the Ministerial Regulations. This shall be deemed that the directors using that technology have joined the board meeting, been counted to constitute a quorum and been entitled to vote at the meeting.

6. The notice of a general meeting of shareholders shall be sent by returned registered post to all shareholders unless the company has its shares in the type issued to holders, in that case, an advertisement in a local newspaper is also required.

Author: Panisa Suwanmatajarn and Pithayut Ra.thee

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