Thailand has recently undertaken a series of Orders by Parliaments that is designed at improving the ease of doing business in the Kingdom of Thailand. They were published in the Royal Gazette on 4th April 2017 and was in effect that day.
Changes are as follows:
1. The Civil and Commercial Code amended to facilitate promoters to register company at any district nationwide instead of registering at the location where a company has been established. Also, the requirement that every certificate of shares bear the seal of the company will no longer be required; however, a certificate of shares is required to be signed by at least one of the directors. The amendment also allows company to add one more possible ground for a limited company to be dissolved by the Court; for instance, when there is any other cause making the continuance of the company be impossible.
2. Public Limited Companies Act – protects small shareholders when an extraordinary meeting is called by reducing a required proportion of shareholders. Under the amended law, shareholders holding shares, that amounts to ten percent or more of the total number of shares sold, may subscribe their names to a notice requesting the board of directors to convene an extraordinary meeting of shareholders at any time. Under the Public Limited Company Act, the reduction of a required proportion of shareholders to request the Registrar to appoint an inspector to examine the affairs and financial status of the company and to also inspect the operation of the board of directors. The amended law requires shareholders, holding shares five percent or more of the total number of shares sold, to subscribe their names to such request.
3. Bankruptcy Act – added more situations where a secured creditor can exercise enforcement for payment of the debt against property given as security. Under the existing law, a secured creditor cannot exercise enforcement for payment of the debt against property given as security unless upon permission by the court receiving the petition. The Order added that a secured creditor can exercise enforcement for payment of the debt against property given as security if the period of one year from the date of receipt of the petition by the court passes without any permission issued. The court may extend such period twice, provided that it does not exceed six months each time. Another amendment to the Bankruptcy Act is to be more practical and compatible with e-Society. The Order allows a receiver to publish any order or decision of the court or declaration or order of a receiver in an electronic public communication media as prescribed by director-general of Legal Execution Department, instead of publishing in daily newspaper and it is presumed that every person has had the knowledge of such order, decision or declaration.
