5.1.1 Private Limited Companies
At least three natural persons (not necessarily Thai citizens) must act as promoters to establish a private limited company, with each promoter holding at least one share, thus becoming a shareholder upon incorporation. The par value of share of a private limited company is at least 5 baht and each share must be at least 25% paid-up. Promoters must execute a Memorandum of Association (MOA), which includes the company’s name and location, objectives, registered capital, number of shares, and details of the promoters. The company must
register its MOA with the Ministry of Commerce. After the share subscription has been completed, the Promoters must hold a statutory meeting to adopt Articles of Association, elect the first directors, appoint an auditor, etc. The incorporation of a private limited company can be completed within one day, provided that all
conditions under the CCC are met. Generally, there are no restrictions as to the nationality of the directors, except for companies that engage in certain commercial activities. Shares in a private limited company
may not be offered publicly. However, a private limited company may issue certain debt instruments to the public, subject to the approval from the Securities and Exchange Commission (SEC), under the authority of the Securities and Exchange Act, B.E. 2535 (1992) (the“SEC Act”).Private limited companies that have registered capital of more than 5
million baht are subject to additional requirements to submit evidence issued by a commercial bank to prove that the capital injection is made into the companies' bank accounts.
5.1.1 Private Limited CompaniesAt least three natural persons (not necessarily Thai citizens) must act as promoters to establish a private limited company, with each promoter holding at least one share, thus becoming a shareholder upon incorporation. The par value of share of a private limited company is at least 5 baht and each share must be at least 25% paid-up. Promoters must execute a Memorandum of Association (MOA), which includes the company’s name and location, objectives, registered capital, number of shares, and details of the promoters. The company mustregister its MOA with the Ministry of Commerce. After the share subscription has been completed, the Promoters must hold a statutory meeting to adopt Articles of Association, elect the first directors, appoint an auditor, etc. The incorporation of a private limited company can be completed within one day, provided that allconditions under the CCC are met. Generally, there are no restrictions as to the nationality of the directors, except for companies that engage in certain commercial activities. Shares in a private limited companymay not be offered publicly. However, a private limited company may issue certain debt instruments to the public, subject to the approval from the Securities and Exchange Commission (SEC), under the authority of the Securities and Exchange Act, B.E. 2535 (1992) (the“SEC Act”).Private limited companies that have registered capital of more than 5million baht are subject to additional requirements to submit evidence issued by a commercial bank to prove that the capital injection is made into the companies' bank accounts.
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