Registration of Public Limited Company
According to the "Public Limited Company" Act B.E.2535
Characteristic of Public Limited Company
Public Limited Company is the company established for the purpose of
offering shares for sale to the public and the shareholders shall have the liability limited up to the amount to be paid on shares.
The said purpose shall be indicated in the
memorandum of association of the company.
It may be concluded that the Public Limited Company Act B.E.2535 identifies
the structure of public limited company as follows :
(1) Number
of shareholders : with 15 persons or above
(2) Registered
capital : no minimum amount of registered capital
(3) Shares’
value and payment : Each share must have the same value and must
fully pay the shares’ price at only one time
(4) Number
of directors : must have at least 5 persons and at least half of
the directors must have the registered address in Thailand.
Establishment of Public Limited Company
The establishment of public limited company shall be performed according
to the following :
(1) Registering for company’s establishment : ordinary persons of 15 persons
or above register the memorandum of association and prepare the prospectus
for people to buy shares or when the persons who start up the company
reserve to buy all the shares as specified in the memorandum of association,
they shall call for the meeting for the company’s establishment. Afterwards,
the persons who start up the company must submit all the affairs and documents
to the directors elected in order to register the company’s establishment
in the future.
(2) Transforming the private company to public limited company : The private
company can be transformed to public limited company when the shareholders’
meeting have the extraordinary resolution according to the Civil and Commercial
Code.
Company’s Merger
Two public limited company or above or the public limited company and the private
company can merge to become the public limited company, and the shareholders’
meeting of each company has the resolution of at least ? of the number
of votes from the shareholders who attend the meeting and have the right
to vote. In case of merging with the private company, the shareholders’
meeting of such private company shall have the extraordinary resolution
to merge according to the Civil and Commercial Code.
Registration Procedure
The registration procedure has the criteria and procedure similar to the
registration of partnership and company.
Place for Registration
Regarding the submission of the request for registering the public limited company
, the persons who request for the registration shall submit the
request to the officers at one of the following place :
(1) Submit to the registrar or officers at the Central Business Registration
Division, Department of Business Development
(2) Submit to the officer at the provincial business development office
in the province that the head office of the company is located on.
(3) Submit via registered mail to the registrar at the Central Business
Registration Division, Department of Business Development
Fee
Regarding the registation of public limited company, the person who requests for the registration must pay the fee according to the following type of registration.
Registration Public Company Limited
(1) Registering the memorandum of association
Registered capital of no more than 1,000,000 Baht 1,000 Baht
(fraction of 1,000,000 Baht shall be counted as 1,000,000 Baht)
and shall be no more than 25,000 Baht
(2) Registering the modification of
memorandum of association for capital increase
before registering as the company
Every amount of no more than 1,000,000 Baht of the capital increase 1,000 Baht
(fraction of 1,000,000 Baht shall be counted as 1,000,000 Baht)
and shall be no more than 25,000 Baht
(3) Register for company limited’s establishment
Registered capital of no more than 1,000,000 Baht 1,000 Baht
(fraction of 1,000,000 Baht shall be counted as 1,000,000 Baht)
and shall be no more than 250,000 Baht
(4) Registering the transformation of private company
Every amount of no more than 1,000,000 Baht of the capital 1,000 Baht
(fraction of 1,000,000 Baht shall be counted as 1,000,000 Baht)
and shall be no more than 10,000 Baht
(5) Registering the company’s merger 5,000 Baht
(6) Issuance of the registration certificate 50 Baht per copy
(7) Copying or request for copying the
document and the certificate 50 Baht per page
If the request to copy the document and the certificate has occurred outside the province
that the head office of the company is located on, shall call for additional expenses as incurred.
(8) Certifying the statement in the certificate
20 Baht per issue
Duties of Public Limited Company 1.
The company must submit the list of shareholders at the annual meeting
date to registrar within 1 month from the date that the meeting has finished.
2. The company must submit annual report, copy of financial statement,
copy of the report of annual shareholders' meeting regarding the approval
of financial statement, profit allocation and dividend payment to the
registrar within 1 month from the date the meeting has approved the financial
statement and must advertise on the newspaper for at least 1 day. 3. The
company must prepare the company name's sign in front of the head office
and branches. 4. The company must demonstrate name, office location and
registration number on the announcement, police report, product delivery
slip and receipt. 5. The company must prepare the share certificate to
shareholders within 2 months from the date that the company has been registered
to be public company limited or from the date that all the shares' price
have been paid and the capital has been increased. 6. The company must
prepare the shareholders' register, director's register, director's meeting
report, and annual shareholders' meeting report and keep at the head office
or with other persons after informing the registrar. 7. The company must
prepare and keep the account, financial statement, and ask the auditors
to audit and submit to the shareholders' meeting for approval. 8. The
company must submit the annual report and financial statement that the
CPA has already audited to the shareholders with the invitation to the
annual shareholders' meeting. 9. The company must advertise on the news
paper regarding the following documents : 1.1 Invitation letter to attend
the company establishment's meeting 1.2 Invitation letter to attend the
shareholders' meeting 1.3 Dividend payment 1.4 Financial statement that
the shareholders have approved 1.5 Capital increase / decrease after registration
Businesses that the Law specifies the period
of time of submitting the registration
1. Submit the prospectus to the registrar within 15 days
from the date that the prospectus has been submitted to SEC. 2. Persons
who start up the company must submit the invitation to attend the meeting,
meeting agenda, and documents that the company establishment's meeting
must approve or give the word of honor and two persons who start up the
company have already certified that they are accurate, and draft of the
company's regulation to the registrar for at least 7 days before the meeting
date. 3. The board requests for the company's registration within 3 months
from the date of company establishment 4. The board registers for the
change of paid-up capital, directors, directors' authority, head office
and branches of the company within 14 days from the date of change. 5.
The company increases or decreases capital by applying the meeting resolution
to the change of registered capital within 14 days from the date that
the meeting has the resolution - Registering for the change of paid-up
capital (capital increase) within 14 days from the date that the company
obtains the full payment. - Registering for the change of paid-up capital
(capital decrease) within 14 days after the period that the creditors
object the capital decrease. 6. Registering the company's merger within
14 days from the date that the meeting finishes. 7. The liquidator must
register as the liquidator, register that the company is closed and advertise
the closing on the newspaper within 7 days from the appointment date.
8. The liquidator must submit thee financial statement approved by the
shareholders' meeting and the shareholders' meeting report to the registrar
within 14 days from the date that the shareholders' meeting has approved.
9. The liquidator must prepare liquidation report and the expenditure
for the liquidation to the registrar within 3 months from the appointment
date to the date that the liquidation has finished. 10. The liquidator
must register the completeness of liquidation within 14 days from the
date that the shareholders' meeting has approved the liquidation report
and submitted account and accounting documents. 11. In case that the private
company aims to transform itself to the public company limited, the board
newly appointed must register the transformation within 14 days from the
date that the meeting has finished.
