Corporate Secretarial

Corporate Secretarial Thailand | Umpire Legal | Photo credit http://www.freepik.com

Whether you are starting up a new business or are too busy running an existing business, why go through the hassle of worrying about compliance for shareholders’ meetings and corporate registrations that the company requires? Umpire Legal is here to assist you with your corporate secretarial needs.

Whatever requirements you may have with regards to amending the structure of your registered business, Umpire Legal can prepare the invitation and minutes of a directors’ or shareholders’ meeting to approve of the amendment, make a newspaper publication to inform the general public or related parties when necessary, prepare government forms to register such amendments with the responsible government authorities, as well as invitation and minutes of the annual general shareholders meeting.

Regardless of whether you have used other legal or accounting service providers to assist with your company registration process, you are welcome to contact our team for assistance with administrative work that you currently require.

Corporate Secretarial Services

Annual General Shareholders’ Meeting

The Thai Civil and Commercial Code requires stipulates that a company shall hold a general shareholders meeting (AGM) within six months as from the date of incorporation, and subsequently on an annual basis. All other meetings are referred to as Extraordinary meetings.

The agendas in an AGM usually consist of the following topics:

  • To acknowledge the reports on the business operations for the previous year
  • To consider and approve of the previous year’s financial statements and profit distribution
  • To consider and recommend the rotation of members of the board of directors
  • To consider and approve the appointment of auditor for the previous year and fix the remuneration thereof

Please contact Umpire Legal if you would like our assistance in drafting your company’s AGM and to keep records of all shareholders meeting for your future reference.

Extraordinary General Shareholders Meeting

An Extraordinary General Meeting of Shareholders (EGM) may be arranged by the directors whenever they deem appropriate or at the request of shareholders representing at least one-fifth of the shares in the company. The notice to call for an EGM must be published in the local newspaper and letters sent to the shareholders in advance to inform them of the meeting date and time, place, and agenda and any proposed resolutions.

Resolutions for several changes in the corporate structure would need to be passed through the EGM. In addition to assisting you with the required changes, we would also be drafting the minutes of the EGM for your records and files.

Change in the Company’s Shareholding Structure

A company requires a minimum of three shareholders to be maintained on the shareholders list. A shareholder can be holding as few as one share in the company to meet this requirement. If a shareholder would intend to transfer his shares to a third party, he would need to sign a share transfer document and inform the company’s board of directors of such transfer. The authorised director would then be responsible to register the updated shareholders list with details of the new shareholder who takes over the shares.

If the company’s Articles of Association or a shareholders agreement requires an existing shareholder to offer first right of refusal to the other shareholders, then the intention to transfer shares should be made known to the other shareholders prior to carrying out the act without their knowledge. Umpire Legal assists in preparing share transfer documents, the government forms to execute the share transfer, updating the shareholders list and share register book, as well as in preparing share certificates for the new shareholders.

Change in the Company’s Board of Directors

Whether you intend to add new member(s) to the board of directors or remove existing director(s), the change in the board of directors will need to pass through a resolution in a shareholders meeting. A newspaper announcement must be published and invitation letters sent to all shareholders to call for an extraordinary shareholders meeting 14 days prior to the meeting date. Once the meeting is held, the change in board of directors must be registered with the Department of Business Development within 14 days as from the meeting date.
The existing (or old) directors of the company would be required to sign the government forms to execute this change, while the new director(s) to be added to the board would also have some documents to sign.

Dismissal of a director from the board may be due to:

  • Completion of term
  • Resolution of shareholders meeting
  • Resignation of the director him/herself

Change in the Company’s Registered Address

If you are looking to move the current location of your company’s registered address to a different location, or registering the addition of a branch office, Umpire Legal can assist in preparing the paperwork to inform the government authorities with whom your company has been registered with. To register the change of office address or new branch office is important as official documents and important notices are usually sent directly to the company’s registered address, whereby there should be someone present to sign for the receipt of documents.

If the registered address of the company would be moved from one province to another, a shareholders meeting should be called to approve this change in office location.

Change in Company’s Name and Corporate Seal

For whatsoever reason you may decide to change the name of an existing company, the change of company’s name will need to be approved at a meeting of the shareholders. Along with the company name, the corporate seal used in binding the company with the director’s signature would need to be changed to match the new company name.

A name reservation will need to be requested in the same way as when you initially incorporate a company. The registration for change in the company’s name should be carried out at the Department of Business Development within 14 days from the date on which the shareholders approve of the change. A new certificate of incorporation will be issued bearing the new company name. Although the company would continue operating as the same legal entity, the new official company name will need to be used.

Change in Company’s Registered Capital

The company may register an increase or decrease in registered capital as the shareholders may deem appropriate. An extraordinary shareholders meeting must be held to approve of the change, and the Articles of Association may need to be amended in some instances.

Registering a capital increase involves issuance of new shares, and may be sold to the exiting shareholders or to new investors who then receive a shareholding interest in the company. If the registered capital would exceed 5 million THB, a bank certification letter will need to be requested from the bank where the company has an account, to evidence that the additional amount of capital has indeed been deposited into the corporate bank account.

The capital may be decreased in scenarios where the shareholders are unable to pay up for all the shares that they previously subscribed to.

Change in Company’s Business Objectives

A company may only carry out the business activities that are within the scope of the company’s registration document with the Commerce Ministry and the Revenue Department. For foreigners working in a company in Thailand, the company’s business objectives would need to be included in the foreigner’s work permit booklet together with his/her position in the company. It should be noted that in addition to the format provided by the government office, you should list only the objectives that you are/will be actually involved in as some objectives may require you to apply for a relevant license to carry out such business activities.

Whether you have a new business idea or intend to remove certain objectives that were initially registered during incorporation, we can assist you in preparing the government forms and minutes to the shareholders’ meeting to approve the addition or removal of the business objectives.

An important point to take into consideration is that some businesses concerning (but not limited to) tourism, recruitment, finance, and so forth, require you to request for an approval letter from the responsible Ministry before such business objectives can be added to your company documents. In addition to the approval letter, a license must also be required once the company registers such objectives.