Category: Litigation
Laws Governing Thai Limited Companies
Nature and Formation of Limited Companies Section 1096 of the Civil and Commercial defines a limited company as that kind of which is formed with a capital divided into equal shares and the liability of the shareholders is limited to the number of shares respectively held by them. Any three or more persons may, by […]
Introduction to Force Majeure
“Force majeure” (“FM”): FM, also referred to as an Act of God, addresses the scenario when performing a contract or obligation becomes impossible, difficult, or onerous to perform due to exceptional events outside of either party’s control. Typically, a party prevented from fulfilling its obligations by such events is temporarily relieved from complying with those obligations […]
Thailand’s Cannabis Regulation in 2022
“Cannabis” is recognized by many health professionals and the locals in Thailand as a medicinal plant with a high potential for therapeutic use and has a long history in the Thai traditional medicine practice. However, the enactment of the Narcotics Act in 1979 classified cannabis as a type of narcotic plant, and hence, its usage […]
The Thailand Civil Partnership Bill
The Second in Southeast Asia In July last year, the Thai Cabinet approved the Civil Partnership Bill, which was proposed by the Ministry of Justice to allow same-sex couples to register their partnership. The bill has been submitted to the House of Representatives Coordination Committee for consideration and approval before it will be forwarded to […]
Setting Up Company Partnerships under Thai Law
The Civil and Commercial Code of Thailand provides for the formation of partnerships as is found in the laws of other countries. However, partnerships are normally not formed by foreign investors due to particular difficulties that arise due to the Foreign Business Act of 1999. Generally speaking, the formation of a limited company is more […]
Abortion in Thailand: A New Law Coming into Effect
The Law at Present Article 301 of the current Criminal Code outlaws all abortions except when the pregnancy endangers the woman’s physical or mental health, she is less than 15 years old or a victim of rape, or when the unborn child is proven to possess serious deformities or disabilities. It imposes maximum imprisonment of […]
Mergers and Acquisitions: Corporate Income Tax Implications
Under the Revenue Code of Thailand, what are the corporate income tax and other tax implications arising after a merger and acquisition? The basic principle under Thai law is that after a merger, the amalgamated company inherits the rights and liabilities of the former companies.1 This principle is particularly relevant in terms of tax liability. […]
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 […]
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 […]
Mergers and Acquisitions: VAT Implications under the Revenue Code
Under the Revenue Code of Thailand, what are the specific value-added tax (VAT) implications that arise after a merger and acquisition? The general principle of law as stated in Sections 152 and 153 of the Public Limited Companies Act of B.E. 2535 (1992) is that a merger of companies causes the former companies to cease […]
