CHAPTER 4
BUSINESS ORGANIZATIONS
The forms of
business organization that are available in
Sole
proprietorships
Definition A sole proprietorship is a business owned by a sole
natural person whose liability is unlimited. A sole proprietor can engage in
virtually any business permitted by law, unless there is a special law to the
contrary. For example, a sole proprietor may not engage in finance or insurance
activities, because these are restricted by law to limited
companies. Generally speaking, there are few restrictions on sole proprietors.
Tax benefits Sole proprietors are entitled to certain tax
benefits. Whilst they are taxed at the progressive natural person tax rates of
between 10%-37%, a sole proprietor can, in most cases, choose to be taxed on
his gross receipts, less a standard deduction. Although a proprietor must keep
a record of his gross receipts, he need not keep a record of his expenditure.
For example, if the
sole proprietor is engaged in the sale of goods, the proprietor can elect to
pay income tax on gross receipts less itemized expenditure, or to pay income
tax on gross receipts less an 80% standard deduction, regardless of what his
actual expenditure is, and then pay personal income tax on the remaining 20%.
The fact that a
sole proprietor pays income tax at only one rate and can choose between
itemizing expenditure or applying a standard fixed
deduction can be a substantial benefit.
Restrictions on
foreign ownership For foreigners,
the difficulty with a sole proprietorship is that it cannot engage in any
business restricted under the Foreign Business Act (see Chapter 1 Foreign
Business Restrictions), unless a license is first obtained. Americans, who
usually do not need such licenses, can easily establish a sole proprietorship
under the provisions of the Treaty of Amity and Economic Relations (see Chapter
2 The United States - Thailand Treaty of Amity).
Commercial
registration Sole
proprietorships engaged in a number of activities, including the sale of goods,
auction sales, transportation, money lending, quasi banking
services, handicraft manufacturing and hotel keeping, must effect commercial
registration with the Ministry of Commerce. Most service-related occupations
are exempt from commercial registration.
Ordinary
(unregistered) partnerships
Definition An ordinary partnership consists of two or more
persons who join together for a business purpose. The partnership agreement
does not have to be in writing and is not publicly registered.
Although an
ordinary partnership may include a company as a partner, such partnerships are
considered as Joint Ventures and are discussed separately below.
Liability of the
partners All partners are
liable without limitation for any acts done by any partner in the course of
operating the partnership. Creditors may claim against the assets of any
partner, without first claiming against the assets of the partnership.
Tax advantages Ordinary partnerships have certain tax advantages, in
that they are taxed as natural persons, but separately from the partners.
Ordinary partnerships file income tax returns and pay tax at the progressive
natural person rates of 10% - 37% with the same standard deductions that are
permitted to individuals. Ordinary partnerships, no matter how many partners
there are, may deduct two personal exemptions.
Distributions of
profits from the partnership are not taxed a second time in the hands of the
partners. Since an ordinary partnership is taxed as a separate natural person,
it starts to pay income tax at the lowest progressive rate, no matter how high
the marginal rate of the partners. In addition, there can be a duplication of
personal exemptions. An individual is entitled to claim a personal exemption on
his individual tax return which would cover his personal (non‑partnership)
income. In addition, an ordinary partnership of which he is a member, may claim two personal exemptions on its tax return.
Foreign Business
Act While there are
many advantages to using the ordinary partnership business organization, its
use by foreigners is limited by the Foreign Business Act, if it engages in a
business that is restricted under the FBA (see Chapter 1 Foreign Business
Restrictions). An ordinary partnership owned by Americans may apply for
treaty protection under the Treaty of Amity and Economic Relations (see further
Chapter 2 The United States - Thailand Treaty of Amity).
Commercial
registration Ordinary
partnerships are liable to apply for commercial registration with the Ministry
of Commerce, in the same manner as sole proprietorships (see above). Commercial
registration does not convert the ordinary partnership into a registered
ordinary partnership.
Registered ordinary
partnerships
Definition For
a partnership to be a registered ordinary
partnership ("ROP"), the partnership agreement, including the details
of capital contributions, management and objects, must be in writing, and
registered with the Ministry of Commerce.
Nature of
Registered Ordinary Partnership A ROP is a legal entity distinct from the partners,
that is to say, a juristic person, and subject to juristic person (corporate)
income tax.
Taxation Registered Ordinary Partnerships pay the general
corporate tax rate of 30% of net income, as opposed to progressive natural
person rates of 10%-37%, which also applies to ordinary partnerships.
Profits distributed
by a ROP are subject to taxation in the hands of the partners. Distributions of
profits to natural persons are now subject to a withholding tax rate of 10%,
but a tax credit is allowed. Thus, the profits of a registered ordinary
partnership may be subject to two levels of taxation, but because of the tax
credit allowed, most problems of double taxation have been resolved.
Partnership assets Where a claim is made against a registered ordinary
partnership, a creditor must first look to partnership assets before looking to
a partner's separate assets.
Disadvantages On the whole, the registered ordinary partnership
form of business organization is not very popular, since it offers little or no
apparent tax advantages and little or no protection against liability.
Limited
partnerships
Definition A limited partnership ("LP") is a form of
registered partnership, in which there are one or more managing partners who
manage the business and who are personally liable for the partnership's debts,
and one or more partners who are not normally personally liable for the
partnership's debts, except for their undelivered or withdrawn capital contributions.
Partnership
agreement The partnership
agreement, including the details of capital contributions, management and
objects, must be filed with the Ministry of Commerce, in the same manner as a
registered ordinary partnership.
Liability of the
partners Partners with limited liability become liable without
limit, where they actually manage or lend their name to the partnership.
Advantages Limited partnerships are a popular form of business
organization, since they provide an element of limited liability with less formalities than are required for limited companies.
Many people who
become limited partners are unaware of their liabilities, if they actually
manage the business of the partnership.
Foreign Business
Act If a foreigner has
a minority share in a limited partnership and is a limited partner, the limited
partnership would usually not be subject to the Foreign Business Act. It is for
this reason that some foreigners choose to become limited partners, but it may
be difficult for them to protect their investment, because they are not
permitted to manage the business.
Taxation Limited partnerships are subject to juristic person
(corporate) income tax, in the same manner as a ROP.
Private limited
companies
Popularity The private company is the form of business
organization that is most popular with foreign businessmen, because there is
flexibility, especially in joint venture situations, in formulating how the
company may be controlled and managed.
Formation In order to form a private company, at least seven
persons must sign and have witnessed two copies of the memorandum of
association which must contain the following details:
Anti nominee
provisions A Commercial Registration Department regulation that came into
effect in August 2006 enables the authorities to investigate the financial
background of Thai shareholders in partly foreign owned companies.
In the case of a partly foreign owned
partnership or company where the foreign shareholders or partners:
(a) or own 40%-50%
of the shares or invest in 40%- 50% of the capital, or
(b) own less than
40% of the capital, but a foreigner is a director authorised
to sign on behalf of the company,
then all the Thai shareholders or partners must submit information
concerning their source of capital to acquire their shares, with the application
to register the company. The documents should identify the money for investment
or share purchase and should include bank passbooks or statements for the
previous six months and evidence showing the source of money used for
investment. There is no reference in the
regulation to penalties. Under the FBA, if evidence of nominee activities is
discovered, the Thai nominees can be fined or imprisoned, and an order can be
made for the business to be closed.
Approval of
memorandum If the memorandum
is approved, the shares may be offered to other persons, but not to the public
as a whole. Once the proposed number of shares referred to in the memorandum
have been subscribed to, the promoters, with at least seven days advance
notice, must call a meeting of the shareholders and provide the shareholders
with a statutory report.
Statutory meeting At the first meeting of the shareholders (the
statutory meeting), the shareholders adopt the internal regulations of the
company (the articles of association), elect directors and auditors and perform
other duties, as required by the Civil and Commercial Code or statute.
Articles of
association The adopting of the
articles of association is one of the most important steps in the formation of
a limited company, because it provides the manner in which the company will be
managed. Foreigners with a minority interest should pay special attention to
the articles of association. A sample articles of
association giving a foreign shareholder an equal say in the management of the
company is appended at the end of the section on Joint Ventures.
Payment for shares The newly appointed directors then call for payment of
the shareholders' capital contributions. Not less than 25% of the par value of
the shares must be paid up. The shareholders remain liable for any unpaid
capital, that is, if a shareholder pays up 25% of the par value of his shares,
he remains personally liable for the remaining 75%, and may be called upon by
the board of directors to make additional payment at any time or where the
company becomes bankrupt.
Registration of the
company Once the capital
has been paid in, the directors must apply for registration of the company. In
the application there must be, in addition to certain statutory requirements, a
statement concerning the authority of the directors to sign documents to bind
the company. This statement will appear on the company's registration
certificate, upon which the public may rely.
The registration of
the company must be completed within three months of the statutory meeting.
There is no time limit within which the statutory meeting must be called.
When the
registration has been completed, the company is turned over to the directors
for future management. The shares subscribed to by the promoters may then be
transferred to the ultimate owners.
Government fees The
government fee payable on registration of the memorandum of association is
0.05% of the registered capital, with a minimum of fee of Baht 500 and a
maximum fee of Baht 25,000. The government fee payable on registration of the company, is 0.5% of the registered capital, with a minimum
fee of Baht 5,000 and a maximum fee of Baht 250,000.
Shareholders A limited company must initially have seven
promoters, and at all times, must have at least seven shareholders.
Directors After the registration has been completed, the
company will be managed by its directors. At least one third of the directors
must retire annually, but these directors may be re-elected. The laws
concerning directors’ liabilities and duties are similar to those found in
other countries (see further Chapter 5 Duties of directors and rights of
shareholders).
Shareholders’
meetings At all
shareholders meetings, unless a poll is demanded, each shareholder or proxy
holder present has an equal vote, regardless of the number of shares owned or
represented. If a poll is demanded by at least two persons entitled to vote,
each share is counted and is entitled to an equal vote. In some cases, the
articles of association may specify that only blocks of a given number of
shares confer a right to vote. If, for example, the articles require that only
blocks of ten or more shares may vote, then shareholders holding ten or more
shares and those holding less then ten shares who pool their shares together
into blocks of ten may vote. A shareholder with only nine shares and no one
with whom to pool his shares, may not vote.
The shareholders,
in addition to electing directors, appoint the auditors,
approve the balance sheet (the preparation of which is mandatory) and the
declaration of a final dividend, if any.
Effecting major
changes Substantial
changes to the company cannot be made except by a special resolution of the
shareholders. A substantial change here means: changing the memorandum or
articles of association, increasing or reducing the capital, liquidating the
company or merging it with another company.
A special
resolution must be passed by two consecutive shareholder's meetings. The first
must pass the resolution by a three‑quarters vote of those present, and
the second meeting must confirm the resolution by a two‑thirds vote. The
articles of association may provide for greater, but not lesser majority votes.
Assuming that the
articles of association of the company do not require a vote greater than that
provided for in the Civil and Commercial Code, it can therefore be seen that a
shareholder must control 75% of all the shares in order to ensure absolute
control.
Special shareholder
rights Under certain
circumstances, where the directors refuse to call a shareholder's meeting, the
shareholders may themselves call one. Sometimes this is done to oust unwanted
directors. In cases where the company fails to act, any shareholder may bring
an action against a director who causes loss to the company.
Taxation Limited companies are subject to corporate income tax
at the general rate of 30%. See further Chapter 14 Corporate Income Tax.
Public limited
companies
The principal Act
regulating public companies is the Public Companies Act (1992), as amended by
the Public Companies Act (2001). With regard to the rights and duties of public
companies, their shareholders and directors, reference must also be made to the
Securities Exchange Act (1992) and regulations and notifications made thereunder.
A public limited
company is a company incorporated, or converted from a private limited company,
for the purpose of procuring investment from members of the public by means of
a public offering of its shares. The shareholders' liability is limited to the
amount of the capital in respect of the shares held by them.
Formation A memorandum of association must be drafted
containing the following information:
A minimum of 15
promoters is required for the formation and registration of the memorandum of
association. The application is submitted to the Registrar of the Commercial
Registration Department.
Initial public
offering After the
memorandum of association has been approved, the
promoters must apply to the Securities and Exchange Commission for permission
to offer the company's shares to the public. After consent has been granted,
the promoters must prepare and submit the prospectus and particulars of the
initial public offering to the SEC. The prospectus and public offering of the
shares become effective within a certain number of days after receipt by the
SEC.
Statutory meeting Within a period of two months, after at least 50% of
the shares have been subscribed to, but in any event within six months of the
date on which the memorandum was registered, the promoters must convene the
statutory meeting. At least 14 days must elapse between the date of the notice
and the meeting. The notice must be accompanied with an agenda of the matters
to be discussed at the meeting.
Quorum A quorum at the statutory meeting is constituted by
the presence of shareholders holding not less than 50% of the total subscribed
shares. The subscribers may attend in person or by proxy. Any subscriber who has a special interest in a matter, may not
vote on such matter. Resolutions are voted on by a show of hands or by secret
ballot. Every share carries entitlement to one vote. A secret ballot must be
conducted if proposed by not less than five shareholders and a majority of the
meeting votes in support of such a proposal.
Matters to be
considered The matters to be
considered at the statutory meeting are:
Within seven days
of the statutory meeting, the promoters hand over the business of the company
to the board of directors. The board must then issue a call for subscribers to
pay up the par value of their shares. After the board of directors has received
payment for the shares that are the subject of the public offering, they must
apply to register the company, within 3 months of the conclusion of the
statutory meeting. Within two months of registration or within two months after
full payment for the shares has been made, the company must issue share
certificates for the shares issued.
Payment must be
made in full for shares, unless property has been submitted in lieu of payment,
including intellectual property rights or expertise.
Under a change in
the law in 2001, payment may be made for shares by set off against debts owed
by the company. An issue of shares to be marked as fully paid by setoff of
debt, must be approved by a 75% majority of shareholders.
Shares and
shareholders Shares may be
issued with any chosen par value, there is no minimum
par value requirement. The classes of and rights attached to shares that are
publicly offered, must accord with the requirements of the Securities and
Exchange Act (1992).
Shares may be
offered at a premium. Share premiums paid must be retained in a separate share
premium account. A company may sell its shares at a discount, where it appears
that the company is suffering a loss after at least one year of operation. The
issue of shares at a discount must be authorized by a shareholders’ resolution
and the amount of discount must appear in the prospectus.
Share transfer A public company may not restrict the transfer of its
shares, unless such restriction is to comply with any foreign shareholding
restrictions under the Foreign Business Act or other particular law.
A transfer of
shares is effected by the transferor endorsing the
share certificate with the name of the transferee and the transferor and the
transferee signing it and delivering it to the transferee. A share transfer
will be effective and binding upon the company when it has received a request
by the shareholder to register the share transfer in its share register. A
share transfer is effective and binding upon third parties when the company
enters the share transfer in the company's share register. If the transfer is
legal in the opinion of the company, the company must register the transfer
within 14 days. If in the opinion of the company, the transfer is illegal, the
company must notify the transferring shareholder within 7 days. In practice,
transfers of the shares of listed companies are effected
by licensed securities companies in scripless form,
with the Thailand Securities Depository acting as registrar for the company.
Pledge of shares In general, a public company may not hold or accept
in pledge its own shares.
Re-purchase of
shares Under changes
effected in 2001, a public company may buy back its shares from shareholders in
the following cases:
Shares owned by the
company do not count towards any quorum, and do not carry voting rights or the
right to receive dividends. Repurchased shares must be disposed of within a
specific period.
Directors A public company must have not less than five
directors, at least half of whom must be domiciled in
A director may be
dismissed where at least three quarters of the shareholders holding at least
50% of the shares so vote at a shareholders' meeting. A director may resign
with immediate effect when his letter of resignation has been delivered to the
company.
Duties of directors
The directors of a
public company have a duty to observe the Public Companies Act, the company’s
objects and articles of association. Directors may not engage in any business
in competition with the company. Where a director purchases or sells property
or does any business with the company, such transactions do not bind the
company, unless approved by the board of directors. Loans to directors or
employees may only be made after observing certain requirements imposed by the
Act.
Shareholders’
meetings The directors must
convene an annual general meeting of shareholders, within four months of the
end of the company's accounting period. In addition, the directors may summon
an extraordinary meeting of shareholders, whenever they deem appropriate or
whenever requested by shareholders holding at least 20% of the issued shares,
or by not less than 25 shareholders holding not less than 10% of the issued
shares.
Notice of an
extraordinary general meeting must be issued not less than seven days prior to
the meeting. All shareholders are entitled to attend and vote at the meeting. A
quorum will be constituted if not less than 25 shareholders attend the meeting,
or not less than half of the total number of shareholders. A quorum is not
constituted if the total number of shareholders attending the meeting
represents less than one third of all the issued shares.
A shareholder with
a special interest in a matter that is to be voted on,
may not vote on that resolution. However, a shareholder may vote in favour of
himself on a motion for election to the board of directors. Every shareholder
has one vote for each share held, except for preference shareholders, where the
preference shares carry the voting rights conferred upon issue. Voting may be
by a show of hands or, if requested by not less than five shareholders and
subject to an affirmative resolution of the meeting, by secret ballot.
Approval for major
transactions The following
transactions may be taken only if approved by a resolution passed at a general
meeting of shareholders by those holding not less than 75% of the issued shares
with voting rights:
Challenging resolutions The summoning of a shareholders' meeting or the
passing of any resolution that breaches the articles of association or the Act,
may be challenged by at least five shareholders or shareholders holding at
least 20% of the total shares issued. An application must be made to the court
within one month of the act concerned.
Dividends Dividends may be paid only
from profits and are issued equally for each share, unless the articles of
association state otherwise. A public company may not pay dividends where it is
making a loss. The payment of dividends must be authorized by a shareholders’
general meeting. The board of directors may pay interim dividends, if there are
adequate profits to justify such payment and the articles permit the payment of
interim dividends.
Capital increase A public limited company may increase its share
capital, where:
The shares that are
comprised in the increased capital may be offered in part or in whole to
existing shareholders in proportion to their respective shareholdings or to the
public or others in accordance with the resolution.
Capital reduction A capital reduction may be effected by the following
methods:
A public company
may not reduce its share capital to a value that is less than 25% of its
registered capital. This is except where there are accumulated losses, and such
losses have been compensated from reserves, but there are still losses
outstanding. In such case, capital may be reduced to less than 25%. Any capital
reduction must be approved by a resolution passed by shareholders holding not
less than 75% of the shares carrying voting rights. The resolution must be
registered within 14 days of the meeting.
Dissolution A public company may be dissolved where:
A liquidator must
be appointed by a general meeting of shareholders or the court, who must also
determine his fees. Dissolution takes effect on the date that the Registrar of
Companies registers the dissolution. The law deems that the company continues
to exist until the liquidation process is completed.
Merger A public company may merge with another public
company or a private company. Merger must be authorized by resolutions of both
public companies, by shareholders holding not less than 75% of the shares
carrying voting rights present at the meeting. Where the merger is with a
private company, the private company must approve the merger by a special
resolution of shareholders (see above: private companies).
Objections to
merger Where a
shareholder objects to merger, the company must request the dissenting
shareholder to sell its shares to a party at the price last traded in the
Securities Exchange of Thailand, immediately prior to the date that the
resolution for merger was adopted or at a price determined by an independent
valuer. If the shareholder refuses to sell his shares within 14 days of a
request, the company may proceed with the merger and the shareholder will
become a shareholder in the merged entity.
A public company
must issue a notice to all creditors to notify them of the resolution to merge
and that any objection to the merger must be made within two months of the date
on which they receive the notice. If an objection is made, the company may not
proceed with the merger unless it has paid the debt or provided security to the
creditor.
The board of
directors of a public company involved in merger must apply for registration of
the merger within four days of the expiry of the two month period that is given
to creditors to object. Where an objection is made, registration is made within
14 days from the date the debt is paid or security is given to the creditor.
The memorandum and
articles of association of the new company must be drafted and filed with the
Registrar.
Conversion of a
private company A private company
may be converted into a public company where a special resolution of
shareholders is passed (see above: private companies). The new board of
directors of the converted company must register the conversion and the minutes
of the shareholders’ meetings at which the special resolutions were passed. The
memorandum and articles of association approved by the shareholders must be
filed with the Registrar within 14 days of the second shareholders’ meeting.
After registration of the conversion, the private company ceases to exist and
its assets and liabilities are transferred to the public company.
A public company
cannot be converted into a private company.
Joint Ventures
The term
"joint venture" has two distinct meanings in
Examples of a joint
venture are a partnership between two limited companies; a partnership between
a limited company and a natural person or a partnership between a limited
company and a limited partnership. Many other combinations are possible.
Management Joint ventures are managed in accordance with the
joint venture agreement between the parties.
Taxation A significant aspect about a joint venture is that it
is taxed as a juristic person, the general rate of which is 30% of net income.
However, unlike other juristic persons, distributions of profits from a joint
venture to its juristic person participants that are domiciled in
Distributions to
natural persons and companies not domiciled in
If a joint venture
was organized as a limited company with two main shareholders that are juristic
persons (rather than as a joint venture, as defined above), then dividends paid
from the joint venture company to its foreign shareholders (and in limited
cases to its Thai parent) would again be subject to taxation. Accordingly, the
use of the joint venture form of business organization has some tax benefits to
Thai joint venturers.
Consortium
Consortiums are not
specifically referred to in either the Civil and Commercial Code or the Revenue
Code. A consortium is similar to a joint venture, in that the parties to a
limited degree act together in a business enterprise. However, unlike a joint
venture, they maintain separate accounts and do not share profits. A consortium
does not pay income tax as such, but the parties to the consortium pay their
own taxes in accordance with their status.
Branch offices
A foreign juristic
person (whether a limited company, partnership or any other business entity)
may do business in
Management A branch office is managed by a branch manager,
appointed under a power of attorney issued by the company.
Taxation Branch offices pay juristic person income tax, but in
certain cases there are modifications in the method of calculating the tax. See
chapter below on Corporate Income Tax.
Foreign business
restrictions If the branch
office intends to engage in a business that is restricted under the Foreign
Business Act, then it must apply for a license.
Many petroleum
service companies choose to do business as branch offices and licenses are
readily granted to these companies, upon the production of a contract with a
petroleum concessionaire.
If the company
establishing a branch is an American company and can comply with the provisions
of the Treaty of Amity and Economic Relations, the branch office may apply for
a treaty protection letter from the Ministry of Commerce and thereafter engage
in any business, except those excluded by the treaty. If the treaty is
applicable, the American company must apply for a certificate, but need not
apply for a license under the Foreign Business Act.
Documentation In order to be registered as a branch office, the
foreign company must lodge with the Ministry of Commerce copies of its
certificate of incorporation, memorandum and articles of association (or other
similar documents) and a power of attorney in favour of the branch manager. The
power of attorney must be broad enough in the opinion of the Ministry of
Commerce so as to give the branch manager adequate authority to manage the
branch office. The Ministry may request other documentation.
Copies of all
documents must be certified to be true copies by a notary public or other
official. Signatures on original documents such as the power of attorney should
be certified to be true signatures and the authority of the person should also
be certified by a notary public. All such notarized or otherwise certified
documents must then be authenticated by a Thai Embassy or Consulate.
Liability of the
head office Since a branch
office is for legal purposes a part of the parent company, the parent is liable
under civil and criminal law for all the acts and omissions of the branch
office. For this reason, few foreign companies choose to engage in business in
Representative
office
A representative
office may be established by a foreign company. Normally, a representative
office is limited to acting as a buying office, carrying out market research
and engaging in quality control. It may not engage in trading activities in
Representative
offices must submit with their application the same documents, duly
authenticated, as in the case of a branch office.
Work permits and
taxation Work permits and
visa extensions are available on an expedited basis for two foreign employees
of a representative office established under Ministry of Commerce regulations.
Representative offices are normally exempt from income tax, since they do not
generate income. However, they are liable to register for tax, since they must
pay e.g. withholding income tax on wages paid to employees.
Capital
requirements A representative
office is normally required to remit into
Regional offices
The government
promotes Regional Offices in a manner similar to Representative Offices.
Regional Offices supervise and control their affiliates and subsidiaries in
International trade
and support office
A foreign company
may establish an International Trade and Support office. Application is made to
the Ministry of Commerce under the provisions of Schedule 3 of the Foreign
Business Act.
Such an office may
only engage in limited activities, to collect marketing and other information
and pass it to the parent company. It must not engage in income generating
activities.
The parent company
must transfer into
Regional operating
headquarters
In August 2003, two
decrees came into effect enabling foreign companies to establish a regional
operating headquarters in
Requirements for a
ROH A ROH must comply
with the following requirements:
Tax concessions The tax concessions offered to a ROH are as follows:
As at July 2006,
only 27 ROHs had been established. It would seem that the tax incentives
available are not sufficiently attractive when compared with the requirements
that must be observed.
Sample Memorandum
of Association
Although the
promoters or partners of a company may draft their own objects, there are
advantages in using the Ministry of Commerce standard memorandum of
association, in that this is always accepted by governmental agencies.
The following is a
sample of the details of objects approved by the Ministry of Commerce for
limited companies and partnerships that are majority Thai owned. Additional
objects may be added.
Revised 1 January
2008