Amendments to the Civil and Commercial Code of Thailand

The following key amendments to the Civil and Commercial Code (CCC) took effect from February 7, 2023 onwards.

1. The required minimum number of promoters and shareholders has been reduced from three to two.
2.  The number of partners who can convert a registered partnership to a limited company has been reduced from three to two.
3. A Memorandum of Association is now valid from 10 to 3 years. A Memorandum of Association made for more than 3 years prior to the amendment shall be valid for 180 days only from the date of enforcement.
4. Limited companies, except those that have issued bearer shares, are no longer required to publish in a newspaper the notice to schedule an annual general meeting.
5. New rules on business combination – previously, business combination can only be effected by merging 2 companies into a new merged entity (i.e., Company A plus Company B = Company C). Under the revised CCC, the merged entities can now survive (i.e., A + B may now be equal to A).