Change registered capital in Thailand.
There may be situations when a company needs to adjust its capital for various reason. Fortunately for companies, the process of changing capital in Thailand is fairly straightforward and only consists of several procedural steps.
Capital increase.
The capital can be increased at the Department of Business Development (DBD), and consists of the following steps:
An invitation letter for the extraordinary shareholders’ meeting must be approved and signed by one of the directors and published in a local newspaper.- A copy of this letter has to be sent to each shareholder
- Registration forms should be completed and signed by the director(s)
- Minutes of the extraordinary shareholders’ meeting have to be prepared and signed
- Registration of the capital increase at the DBD
The following documents and/or information are required to finalise the capital increase:
- Registration forms signed by a director
- A copy of company’s affidavit
- A copy of shareholders list (BOJ 5)
- A copy of the directors’ ID Card or copy passport (foreign)
- Details of the counterpart of the capital increase (increase of the par value or amount of the shares), and the amount of shares that will be held by each shareholder
The total time needed to increase the capital of a company in Thailand is about one month. The invitation letter has to be sent to all shareholders 14 days before the actual shareholders’ meeting is held. In the meantime this letter is also published in a local newspaper, which should inform all parties of this change (e.g. creditors). Once the shareholders’ meeting was then held, the capital increase should be registered within 14 days.
Capital decrease.
When decreasing the company’s capital, the following steps need to be taken:
- An invitation letter for the extraordinary shareholders’ meeting must be approved and signed by one of the directors and published in a local newspaper.
- A copy of this letter has to be sent to each shareholder
- The registrations forms should be completed and signed by a director
- Minutes of the extraordinary shareholders’ meeting have to be prepared and signed by the director(s)
- The DBD has to be informed of the changes to the Memorandum of Association
- Registration of the capital decrease at the DBD
The total amount of time that is needed to decrease the capital of a company in Thailand is about one month and a half. The invitation letter has to be sent to all shareholders 14 days before the actual shareholders’ meeting is held. In the meantime this letter is also published in a newspaper, the registrations forms can be prepared and signed, and the minutes of the extraordinary shareholders’ meeting shall be prepared. Also the creditors are informed of the changes to the paid up capital. Once the shareholders’ meeting was held, the capital increase should be registered within 14 days, but not sooner than 30 days after the creditors have been informed (assuming that they did not object).
The following documents and/or information are required to finalise the capital decrease:
- Completed and signed registration forms
- A copy of company’s affidavit
- A copy of shareholders list (BOJ 5)
- Two copies of the directors’ ID Card
- Details of the capital decrease (decrease of the par value or amount of the shares), and the amount of shares that each shareholder will eventually hold
