Amendment on Provisions Related to Promotor, Dividend Distribution and Merger of Corporate Entities in Thailand as Approved by the Cabinet on 23 June 2020


by Panisa Suwanmatajarn and Pithayut Ra.thee

On 23 June 2020, the Cabinet has approved a Draft Act on Amendment to the Civil and Commercial Code (no. ..) B.E. …. and a Draft Amendment to the Act on Determining Offences Relating to Registered Partnership, Limited Partnership, Limited Company, Association and Foundation Act (no. ..) B.E. …. as proposed by the Ministry of Commerce.

  1. Draft Act on Amendment of the Civil and Commercial Code (no. ..) B.E. ….
Matter Summary
1. Formation of Limited Company, General Meeting and Limited Company Dissolution

 

 

Amending of the provision regarding formation of limited company: Minimum 2 promoters may form a limited company (currently requires for minimum 3 promotors)

 

Amending of the provision regarding general meeting: A general meeting may not transact any business unless shareholders or proxies representing at least 2 persons attend the meeting

 

Amending of the provision regarding limited company dissolution: A limited company may also be dissolved by the court’s order if the number of shareholders has been reduced to 1 person or any other reasons causing that company to become un able to continue the business

2. Period of Dividend Distribution Dividend payment shall be distributed within 1 month from the date of general meeting or the date of approval of the board
3. Merger of Limited Companies One of the companies among the combining companies will be remained while the others will be being ceased to be existed.

 

  1. Draft Amendment to the Act on Determining Offences Relating to Registered Partnership, Limited Partnership, Limited Company, Association and Foundation Act (no. ..) B.E. ….

The Cabinet has approved for adding the provisions specifying offenses and penalties on the cases of not paying dividend within its period of time and not sending a special resolution or not publishing a special resolution on merger of the limited companies.

 

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