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Thai Law Company - Recent Developments

Department of Business Development Filing and Notice
Requirements for Limited Liability Companies
In the past the Department of Business Development (DBD) has generally not strictly enforced certain deadlines, fines or corporate governance procedures related to limited liability companies. However, in June, 2008 in an attempt to strengthen corporate governance the DBD announced a policy of strict enforcement to be imposed effective July 1, 2008, when amendments to the Civil and Commercial Code are scheduled to take effect. Below are some of the particular requirements the DBD intends to enforce more strictly.

Filing Requirements

The Thai Civil and Commercial Code and the Ministry of Commerce require limited liability companies to maintain current records on file with the Department of Business Development (DBD). The following table shows the filing requirements, including deadlines and fines for non-compliance.

Company Action Deadline for filing Fine
Amendment of Articles of Association or Memorandum Within 14 days after change occurs Baht 20,000
Addition of director Within 14 days after change occurs Baht 20,000
Increase or decrease in capital Within 14 days after special resolution declaring increase or decrease Baht 20,000
Amalgamation of the Company Within 14 days of the resolution approving amalgamation and again within 14 days of the actual amalgamation. Baht 20,000
Filing updated list of shareholders (Bor Or Jor 5) Within 14 days of the annual general meeting Baht 1,000
Notice Requirements

The DBD identified several company actions for which they will be strictly enforcing the existing notice requirements. The following table shows the required notice for those acts and the fines for non-compliance.

Company Action Notice Requirement Fine
General meeting of shareholders Must publish notice in local newspaper and send to each shareholder no later than seven days before the meeting Baht 20,000
General meeting of shareholders Notice must state the date, time, location and nature of the business to be conducted Baht 20,000
Reduction in capital Must publish notice of proposed reduction and send notice to all known creditors, giving the creditors 30 days to file objections Baht 50,000
Amalgamation Must publish notice and send a notice to all known creditors Baht 50,000
Corporate Acts

The DBD has also announced that it will more strictly enforce the following fines for actions punishable under the TCCC.

Company Acts Fine
Company fails to have an annual general meeting Baht 20,000
Company fails to offer new shares pro rata to existing shareholders Baht 20,000
Company proceeds with reduction of capital despite objection from creditors Baht 50,000
Company proceeds with amalgamation despite objection from creditors Baht 50,000
Revised: June 2008
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