Category: Company Law

Foreign Business: Wholesale and Retail Minimum Capital Requirements

The Foreign Business Act of 1999 restricts both wholesale and retail businesses from foreign investment, with exceptions depending on the amount of minimum capital. However, the conditions under which a foreign business may engage in either is not exactly the same and furthermore the issue is complicated by other minimum capital requirements in the Act. […]

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Foreign Business Act: Consignment Sales in Thailand

The Foreign Business Act of 1999 is the fundamental law in Thailand that serves to restrict foreign investment and foreign business activity within the country. The Act designates specific industries or types of business activities in which foreigners are either strictly prohibited from engaging in or may only engage in after applying for permission. It […]

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International Trade Without Distribution in Thailand

Aside from being a place to do business, foreign companies are also choosing Thailand as a jurisdiction to locate their businesses perhaps without actually doing business there. The reasons why a foreign company may want to locate themselves in Thailand while engaging in business somewhere else are varied and complex; it may have to to […]

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Contracts for Buying and Selling a Thai Business

In order to buy and sell a business in Thailand, the buyer and seller will have to sign an agreement regarding the transaction. Furthermore, the particularities of the contract will vary depending on how the business is registered and what the assets of the business include. In this article, we will review some necessary elements […]

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Introduction to the Technology Transfer Plan

Foreign investors in Thailand, who will be investing a majority of the capital in a business venture, have the option of applying for a Foreign Business License if the intended business is restricted under the Foreign Business Act of 1999. However, in order for the application to be approved, an important requirement is that the […]

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Thai-U.S. Treaty of Amity Frequently Asked Questions

The purpose of this article is to address a few questions that are frequently raised by clients regarding the Thai-U.S. Treaty of Amity, which allows U.S. citizens and companies to be exempted from most of the restrictions of the Foreign Business Act of 1999. Although the meaning of the Treaty of Amity itself is rather […]

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Developing a Luxury Hotel for Rent in Thailand

Thai law does not require condominium projects to be registered under the Condominium Act of 1979 and accordingly a popular type of development that is found in the tourist resort areas of Thailand is the unregistered condominium, which is usually marketed as luxury hotels. Typically, the investors who purchase units in such projects do not […]

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Withdrawal of Shareholder Meeting Resolutions

A basis for withdrawing a resolution passed by a shareholder meeting of a Thai limited company is that the resolution was passed through bad-faith. Section 5 of the Civil and Commercial Code provides that “Every person must, in the exercise of his rights and in the performance of his obligations, act in good faith.” Furthermore, […]

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Company Registration: Shareholder Meetings

Shareholder meetings form an important element of Thai company law, as Section 1144 of the Civil and Commercial Code states that “Every limited company shall be managed by a director or directors under the control of the general meeting of shareholders and according to the regulations of the company.” Therefore, shareholders play an important, albeit […]

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Liability of Limited Partner in Thailand

A defining characteristic of the Limited Partnership under the Civil and Commercial Code of Thailand is that it distinguishes between limited partners and managing partners. This is a different situation than with an ordinary partnership where all the partners have joint and unlimited liability. In a limited partnership, the managing partner or partners assume joint […]

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