Thai company shares

Preference or preferential shares in Thailand are usually higher ranking shares in certain matters of the company limited

The structure of preference shares opposite ordinary shares in a Thai company is typically used to give control to a group of shareholders (foreigners) above another group of shareholders (Thai) in the company.

For now, Thailand has not changed the preference structure allowing foreigners as a minority shareholder to control a Thai limited company, however there is a discussion if preference shares and foreign voting rights in a Thai company should be used as a criterion in defining a Thai company foreign. In new regulations the government is currently discouraging foreigners to invest in Thai businesses by using Thai nominee shareholding structures, however has not issued restrictions on the use of preference shares and majority voting rights by foreign shareholders in a Thai company.

Limited company registration rules

Order of the Business Registration Office, Department of Business Development. Order No. 102/2549. Pursuant to the Order of the Business Registration Office No. 1/2538 Regulations for the Partnership and Company Registration B.E.2538, dated on March 13, 1995 (BE 2538), stipulates that the person, who desires to register a partnership and company limited, is subjected to submit the application form and the supplementary document complying to the appendix of the aforementioned Order;

The 2007 Foreign Business Act Amendment

Update August 2008:

The NLA (National Legislative Assembly) suggested even stricter amendments than proposed by the government and expanded the definition of 'foreigner' in the draft, following the government withdrew its draft bill.

Source: department of business

IMPORTANT NOTE: This fact sheet explains features that appear in the draft bill that was submitted by the Ministry of Commerce to the cabinet and approved on 9 January 2007 only. Subsequent changes of the draft bill by the Council of State and the NLA, if any, will be addressed later.

Amendments Foreign Business Act and Retail law aimed at closing loopholes in current laws have did not pass following proposed tougher amendments.

Foreign Business Act and retail law won't pass

Source: Bangkok Post December 19 2007

Commerce Minister Krirk-krai Jirapaet admitted yesterday that amendments to the Foreign Business Act and the new Retail and Wholesale Business Act would not be approved by the current government. ''The National Legislative Assembly only has two meetings left, and previous meetings were adjourned due to the lack of a quorum,'' he said. Mr Krirk-krai said he was personally willing to push ahead with the two controversial bills, but said efforts to move the legislation forward had been undermined by various special interests.

Foreign Business Act: 'tougher amendments'

Source: Bangkok Post August 9 2007

Investors predicted to vote with their feet

MONGKOL BANGPRAPA & PHUSADEE ARUNMAS

Foreign investor confidence is expected to nosedive after the National Legislative Assembly (NLA) yesterday approved significantly tighter restrictions on foreign businesses operating in Thailand . The NLA, in a surprise move, rebelled against the government draft of the Foreign Business Act (FBA) and instead approved by a 76 to 64 vote tougher amendments that significantly expand the definition of foreign companies under business restrictions.

National Legislative Assembly members vote overwhelmingly for ministry's FBA draft

Source: The Nation April 26 2007

Foreign Business Act amendments. How to define a partly foreign owned company in Thailand foreign

The National Legislative Assembly yesterday voted with an absolute majority to amend the Foreign Business Act (FBA) based on the Commerce Ministry's draft, after spending one hour debating whether to adopt the draft of the ministry or that of a subcommittee of the NLA which was more liberal.

INVESTMENT / FOREIGN OWNERSHIP

Cabinet exempts telecoms, retail, hotel businesses from

 FBASource:Bangkok Post April 11 2007

CHATRUDEE THEPARAT & PHUSADEE ARUNMAS

Foreign companies using illegal nominees could face five years in jail under a plan to toughen foreign ownership rules. Cabinet ministers yesterday endorsed the revisions to the Foreign Business Act, which also increases fines by five-fold to up to five million baht, according to Commerce Minister Krirk-krai Jirapaet.