Private
Limited Companies registered in Thailand have basic
characteristics similar to those of western corporations.
A private limited company is formed through a process
which leads to the registration of a Memorandum of Association
(Articles of Incorporation) and Articles of Association
(By-laws) as its constitutive documents.
Public
Limited Companies registered in Thailand may, subject
to compliance with the prospectus, approval, and other
requirements, offer shares debentures and warrants to
the public and may apply to have their securities listed
on the Stock Exchange of Thailand (SET).
A
minimum of 15 promoters is required for the formation
and registration of the Memorandum of Association of
a public limited company, and the promoters must hold
their shares for a minimum of two years before they
can be transferred. The Board of Directors of a public
limited company must have a minimum of five members,
at least half of whom are Thai nationals. Shares must
have a par value of at least 5 Baht each and be fully
paid up. Restrictions on share transfers are unlawful,
except those protecting the rights and benefits of the
company allowed by law and those maintaining a Thai/foreigner
shareholder ratio. Debentures may only be issued with
the approval of three quarters of the voting shareholders.
The
registration fee is 2,000 Baht per 1,000,000 Baht of
registered capital.
Joint
Ventures
A joint venture may be described in accordance with
general practice as a group of persons (natural and/or
juristic) entering into an agreement in order to carry
out a business together. It has not yet been recognized
as a legal entity under the Civil and Commercial Code.
However, income from the joint venture is subject to
corporate taxation under the Revenue Code, which classifies
it as a single entity.
