Once the share structure has been defined, a general meeting, called the Statutory Meeting, is held subsequently to the convening letter, which has been sent with at least seven days before to all shareholders.
The Memorandum of Association and Articles of Association or By-laws are approved in this Statutory Meeting, the board of directors is elected, auditors appointed, and the type of share is defined.
The authorized capital, even partly paid, must all be subscribed by the initial shareholders.
For a limited company, the law doesn’t specify a minimum capital, but this must be enough and adequate for the intended business operation. Please note that paid-up capital must be at least 3 Million Baht in order to qualify for protection from the Foreign Business Act (FBA) or under the US Amity Treaty. Further, for each foreign employee holding a Work Permit and long-term visa in Thailand, the company must show a capitalization of not less than 2 million Baht.
A minimum of 25 % of the par value of each subscribed share must be paid. Shares may be allotted as paid in cash, services, or property. Treasury shares are prohibited.
Both common and preferred shares may be issued, but all shares must have voting rights. Nonvoting shares are not permitted. All shares must have a per value of at least 5 Baht. Every certificate of shares must be signed by at least one company director and it is not required to have the seal of the company. The share registry records must be updated and kept at the company’s registered address.
After the Statutory Meeting is held, the directors of the company will take over the business from the promoters.. There are presently no specific requirements regarding the number or nationality of company directors for a Thai private limited company. If an alien director works in Thailand, he must hold a work permit. The directors appointed by the Statutory Meeting shall collect the money from the share subscribers for the shares.