Establishment & Dissolution of Corporations & Partnerships in Thailand
Thailand has unique requirements to set up a corporation or to dissolve one. Our team of experienced Thai lawyers and American management are able to determine how our clients’ businesses should best be structured.
We also excel at helping foreign individuals or companies working out a sound and fair working relationship with their Thai partners. We specialize in drafting shareholders’ and partnership agreements which are workable in Thailand’s unique social and legal environment. We are able to counsel our clients in the Thai business environment to minimize misunderstandings or problems that might occur in the future.
Company Registration Law in Thailand
CHAPTER IV LIMITED COMPANIES “Section 1096.- A limited company is that kind of which is formed with a Capital divided into equal shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them.” “Section 1097.- Any three or more person may, by subscribing their names to a memorandum and otherwise complying with the provision of this Code, promote and form a limited company. Section 1098.- The memorandum must contain the following particulars : ( 1 ) The name of the proposed company, which must always end with the word “limited” ; ( 2 ) The part of the Kingdom in which the registered office of the company shall be situated ; ( 3 ) The objects of the company ; ( 4 ) A declaration that the liability of the shareholders shall be limited ; ( 5 ) The amount of share capital with which the company proposes to be registered, and the division thereof into shares of the a fixed amount ; ( 6 ) The name, addresses, occupation and signatures of the promoters, and the number of shares subscribed by each of them. TITLE XXII PARTNERSHIPS AND COMPANIES CHAPTER I GENERAL PROVISIONS Section 1012.- A contract for the organization of a partnership or company is a contract whereby two or more persons agree to unite for a common undertaking, with a view of sharing the profits which may be derived therefrom. CHAPTER II ORDINARY PARTNERSHIPS Section 1025.- The ordinary partnership is that kind of partnership in which all the partners are jointly and unlimitedly liable for all the obligation of the partnership. Section 1026.- Each partner must bring a contribution to the partnership. Such contribution may consist of money or other properties or of services. Section 1027.- In case of doubt, contribution are presumed to be of equal value. CHAPTER III LIMTED PARTNERSHIPS Section 1077.- A limited partnership is that kind of partnership in which there ( 1 ) One or more partners whose liability is limited to such amount as they may respectively undertake to contribute to the partnership ; and ( 2 ) One or more partners who are jointly and unlimitedly liable for all the obligation of the partnership. Section 1078.- A limited partnership must be registered. The entry in the register must contain the following particulars : ( 1 ) The firm name of the partnership ; ( 2 ) A statement that the partnership is a limited partnership, and the object ofsuch partnership ; ( 3 ) The address of the principal business office and of all branch offices ; ( 4 ) The full names, trade names, addresses and occupation of the partners withlimited liability, and the amount of their respective contribution of the partnership ; ( 5 ) The full names, trade names, addresses and occupations of the partners withunlimited liability ; ( 6 ) The names of the managing partners ; ( 7 ) The restrictions, if any, imposed upon the powers of the managing partnersto bind the partnership. The entry may contain any other particulars which the parties may deem expedient to make known to the public. The entry must be signed by every member of the partnership, and must also be sealed with the common seal of the partnership. A certificate of registration shall be delivered to the partnership.
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