The Modification to the Civil and Business Code Act (No. 23), B.E. 2565 (2022) (“CCC Modification Act“), arrived into force on February 7th, 2566 (2023). It amended numerous sections of the Partnerships and Companies Title of the Civil and Professional Code in buy to lessen the problems to work a enterprise, be up-to-day, and improve the country’s competitiveness. Substantial amendments are this kind of as:
- Referring to Portion 1016, before the CCC Modification Act, the registrations of partnerships or businesses ought to be designed at the Registration Business as prescribed by the Minister responsible for the registration of partnerships and organizations. By virtue of the CCC Modification Act, the registrations of partnerships or providers can also be made at the Registration Office environment where the principal organization office of the partnership or company is positioned.
- Referring to Area 1097, right before the CCC Modification Act, any 3 or more people could promote and sort a constrained business by subscribing their names to a memorandum and or else complying with the provisions of the Civil and Industrial Code. By advantage of the CCC Amendment Act, any two or far more persons are now more than enough to market and type a restricted company by the similar procedures ahead of the CCC Modification Act
- Referring to Portion 1099, by virtue of the CCC Modification Act, if the registration of the firm is not created inside 3 decades from the day of registration of the Memorandum of Affiliation, such the Memorandum of Association is invalid
- Referring to Section 1162/1, by virtue of the CCC Modification Act, a Board of Administrators meeting can be probably held electronically somewhat than only an on-web site meeting other than it is prohibited by the Content articles of Association
- Referring to Segment 1128, in advance of the CCC Amendment Act, every share certificate shall be signed by at least a person of the directors. By virtue of the CCC Modification Act, every single share certificate shall now be signed by at least one of the administrators and also bear the seal of the organization (if any).
- Referring to Area 1175, right before the CCC Modification Act, a recognize of summoning of just about every standard conference shall be revealed at the very least as soon as in a nearby newspaper. By the virtue of the CCC Amendment Act, a see of summoning of each individual general meeting is no longer necessary to be printed in a nearby newspaper any more until a business has any share certification to bearer then these kinds of a enterprise is obliged to publish this sort of a detect in a area newspaper or electronically according to the guidelines and processes prescribed in the ministerial laws.
- Referring to Section 1201 paragraph 4, in advance of the CCC Amendment Act, distribution of dividends shall be built in just one particular month from the day of the resolution of the general meeting or of the board of administrators. By advantage of the CCC Amendment Act, distribution of dividends shall be totally produced in a person thirty day period from the date of the resolution of the common assembly or of the board of administrators.
- Referring to Section 9: Amalgamation of Minimal Companies. The critical change in this element is that before the CCC Modification Act, a limited enterprise formed by the amalgamation of two or much more businesses will be a new organization, howsoever by advantage of the CCC Amendment Act, the business amalgamation will final result in any of the next:
- Amalgamate to a new organization and the amalgamated corporations cease to be a juristic individual. (A+B=C)
- Amalgamate to just one of the amalgamated providers, just one business retains the juristic person’s standing and the other a person ceases to be a juristic particular person. (A+B=A or B)
