A Public Limited Company (PLC) is governed by the Public Company Act and is a company established for the purpose of offering shares for sale to the public.
The PLC has to be set up by a minimum of 15 promoters (natural persons) and they must be 20 years of age or older and possess clean legal records. Minimum half of these persons have to be permanent residents of Thailand. They must subscribe a total of at least 5% of the registered capital. Shares must be paid only in money. These shares cannot be transferred in the first two years from registration, except if the general meeting of shareholders decide this.
The PLC’s business is managed by the executive board, which consists of at least 5 natural persons. At least one-third of this people should be independent directors (in any case, no less than 3) and must not have any business or professional relationship with the head office, subsidiaries, associates, or jurist person in his own interest, whether directly or indirectly. Half or more of the members of the executive board need to permanently reside in Thailand. The executive board members can be also shareholders. Directors may be liable for damages to the company caused by the failure to carry out their duties.
The registration procedure is similar to the registration of a partnership or a private limited company.
After the Memorandum of Association has been registered, the promoters must offer shares for sale to the public or to any interested person. A copy of the documents relating to this offer must be submitted to authorities under the law on securities and stock exchange, within 15 days of the date of submission to such authorities.
When the number of subscribed shares reaches the number specified in the prospectus or a public meeting, which must be not less than 50% of the number of shares specified in the Memorandum of Association, a Statutory Meeting will be convened within two months of the date on which the number of subscribed shares reached the specified number but not later than six months from the date on which the Memorandum of Association was registered.
In the event it is impossible to call the Statutory Meeting within the specified time and if the promoters wish to proceed further, they must apply for an extension at least seven days prior to the expiry date. If the Registrar deems it convenient, an extension of 1 to 3 months may be granted.
If the Statutory Meeting cannot be concluded within that period, the Memorandum of Association shall become invalid and the promoters shall return the payment for share subscription to the share subscribers within 14 days from the date on which the Memorandum of Association become invalid.
After all subscribed shares were paid, the Board of Directors will register the company within 3 months of the date of conclusion of the Statutory Meeting. The application must provide: total numbers of shares, the name, date of birth, nationalities and addresses of the directors, and the location of the head office and branch offices (if any).
Through a special resolution of the shareholders, a private limited company can be transformed into a public limited company.