Thailand Articles of Association

Do you know what Articles of Association is? Do you know what the Thailand Article of Association states? Well, we at Sunbelt Asia Legal Advisors are here to help you. We have complete knowledge about the practices of law. We have been working in this field for 16 years.

The Thailand Article of Association are the rules and regulations of a company. These rules are related to the internal affairs of the company like voting rights. Creating a corporate document is imperative and the content will be decided at the Statuary Meeting. It is up to the Private Limited Company to decide the content. They can either have their own Articles of Association or refer to the Thai Commercial Code.

Here is a sample of Articles of Association to get a better idea what information is included. 

Content of the Articles of Association

The sample has some basic information and practices that must be included.

Chapter 1 General Provision

• The provision of the Thai Civil and Commercial Code related to the Private Limited Company will be applicable in all respect.
• In the case of any amendment or changes in the document must be referred to the shareholder’s meeting. This for consideration must be in accordance with the law.

Chapter 2 Shares and Shareholders

• The shares of the company must be entered in named certificates and must be fully paid up. Every certificate must be signed by the at least one director. Along with this, it must have a company seal as well.
• In case of transferring the shares, the transfer must be written down. It should be completed by the transferor and transferee with minimum 2 witnesses.
• The share transfer will come into effect when the company registers the transfer.

Chapter 3 Directors

• In a general meeting of shareholders, the number of directors will be decided.
• In order to form a quorum, half of the total number of directors must be present.
• For the management of the company, the Board of Directors will be responsible.
• In the case of a vacancy in the position of any Board of Directors, the Board of Directors will appoint a person. The person will retain the office until the director returns.

Chapter 4 Shareholders Meeting

• A general meeting must be held within 6 months of the registration date of the company.
• This must be held once a year and is called an ordinary meeting.
• Any shareholder that is unable to attend the meeting shall vote by proxy.

Chapter 5 Balance Sheet

• The balance sheet is a document that shows the assets and liabilities of the company. It includes the profit and loss statement as well. The director must prepare the balance sheet for every financial year starting from 1 January to 31 December.
• The Balance sheet must be audited by one auditor and submitted for approval at a general meeting.

Chapter 6 Dividend And Reserve Fund

• At least one-twentieth of the profit must be placed in the reserve fund when distributing dividends. This must be done until the one-tenth of the capital is reached.

We at Sunbelt Asia Legal Advisors are here to help you and guide you. All our experts have years of experience and are skilled in dealing with any kind of legal situation. For more information, you can contact us on (+66) 02-662-7004.