- About Thailand
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- Thailand's Economic Fact Sheet
- Investing and Doing Business in Thailand
- The Quick and Dirty on Investing and Doing Business in Thailand
- Doing Business in Thailand
- Foreign Participation in Business
- Investment and Business Incentives
- Types of Business Entities
- Business Set Up: Registration and Licensing
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- Finding the Right Partner (web links)
- Real Estate Issues
- Investing in the Thai Stock Market
- Investing in Real Estate
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- Foreign Exchange
- AUTO Industry
- Thai Information and Communications Technology (ICT) Market
- Thai Medical Industry
- MICE Industry (Meetings, Incentives, Conventions and Exhibitions)
- Useful Sources and Links
- Interesting articles on Doing Business in Thailand
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Private Limited Companies
The Thai private limited company is a form of a limited liability company requiring at least three shareholders, called “promoters”, and is subject to the Civil and Commercial Code.
There is no established minimum level of capitalization for private limited companies, however, it is held that capital must be sufficient for the company’s objectives. The company’s capital must be divided equally into shares, where each share must have a designated par value of at least 5 baht. Both common and preferred shares may be issued, where all shares must have voting rights. All the company’s shares must be subscribed to, and at least 25% of subscribed shares must be paid up i.e. covered by the paid up capital. Each shareholder or promoter must hold at least one share.
As a limited company, the shareholders’ liability is limited to the par value of the authorized capital. However, the liability of directors can be unlimited if it is so stated in the company’s Memorandum of Association or the articles of incorporation.
The company is required to register its Memorandum of Association with the Ministry of Commerce, and following its share subscription, the company must hold a statutory meeting to approve the articles of incorporation and bylaws, elect its directors, appoint an auditor, and so on.
A private limited company’s shares cannot be publicly offered in stock markets, and the company cannot issue bonds, debentures, or other securities to the public.
A private limited company can be converted to a public limited company by an extraordinary resolution from the shareholders’ meeting following the provisions of the Civil and Commercial Code.