Partnership in Thailand
Conceptual of partnership in Thailand as similar as in the western categorizes are divided into three general types:
- Unregistered ordinary partnerships, of which all partners are jointly and wholly liable for all obligations of the partnership
- Registered ordinary partnerships. If registered, the partnership becomes a legal entity, separate and distinct from the individual partners
- Limited partnerships: Individual partner liability is restricted to the amount of capital contributed to the partnership. Limited partnerships must be registered
Limited Company
Under the Civil and Commercial Code (CCC), Limited Company has divided into 2 categories:
- A private limited company: formed through a process, under the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents. The Shareholders shall limited to their liability (limited to their unpaid amount) of which requires at least 7 shareholders and the subscription of all shares shall be 25 percents at least.
Therefore both common and preference shares of stock might be issued, however all shares shall have its voting rights. In this connection, Thai law prohibits the issuance of shares with no par value also the Treasury shares are prohibited. The par value of shares is stipulated under the law of which shall be as of five baht or above.
Nonetheless, the managing director has its responsible for unlimited liability regarding company's Article of Incorporation or Memorandum of Association and operating its business management under the resolution of BoD (Board of Director) of the Company which stipulated by the Article of Association or by law.
Furthermore, it has an exemption for Alien who intent to set up its fully own business in 100 percent Alien under the stipulation of Alien Business Act and/or other laws/regulations of which may required to do so ie BoI, Thai-United States Amity Treaties.
- Public Limited Companies: registered in Thailand 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).
It requires to have at least 15 promoters for the formation and registration of the memorandum of association of a public limited company, and the promoters shall own their shares for a minimum of two years before they can be transferred.
The number of the public limited company's Board of Directors shall be at least five members, and half of whom are Thai nationals. The value of shares shall be a face value of at least five baht each and be fully paid up.
The Restrictions on share transfers are unlawful except those protecting the rights and benefits of the company allowed by law, and those sustaining a Thai/foreigner shareholder ratio. Debentures may only be issued with the approval of three quarters of the voting shareholders.
- Joint Venture: A joint venture may be generally described as a group of persons (natural and/or juristic) entering into an agreement in order to co-operate a business together. Joint Venture has not yet been stipulated 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.
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