Recently, five main business laws have been amended with an aim to improve Thailand’s ranking for ease of doing business in the World Bank Report. The amended laws have been effective from 4 April 2017.

 

We have prepared and are pleased to share with you a summary of some key issues and amendments to such laws as follows:

No.	Law	Issue	Key amendment
1.	Company law under Civil and Commercial Code	Deadlock solution	Deadlock solution can be specified in Articles of Association of a limited company. Court can order a company dissolution in case of deadlock.
		Dividend payment	Dividend must be paid within one month after resolution of shareholders or directors’ meeting.
2.	Labor Protection Act	Work rules	An employer is no longer required to file a copy of the work rules with local labour officer (Notes: An employer must prepare and announce the work rules at work place upon having 10 or more employees).
3.	Public Limited Company Act	Minority shareholders’ calling a shareholders’ meeting	Shareholders holding at least 10% shares in a public company can request the directors to call a shareholders’ meeting.
		Minority shareholders’ requesting inspection	Shareholders holding at least 5% shares in a public company can request for an inspection on the company’s business and financial status.
4.	Social Security Act	Deadline extension	Some deadlines under this Act can be extended by the related Minister in case of force majeure or any other necessary cause, e.g. the deadline for payment of social security contribution.
5.	Bankruptcy Act	Limitation on secured property enforcement	A creditor is prohibited from enforcing secured property unless obtaining the court’s approval or passing one year upon the court’s accepting a petition for the creditor’s rehabilitation.
		Perishable secured property	A secured creditor can sell some types of secured property with damage risk and keep remuneration from sale instead, e.g. perishable property.
		Resolution to accept rehabilitation plan	A creditor, who is not affected or is protected/remedied, is not entitled to vote to accept the debtor’s rehabilitation plan. This is to give full voting right to the affected creditor.
		Electronic notice	The Receiver can publish its order and the court’s orders, judgment or notices via electronic means.

 

Despite the fact that main purpose for the foregoing amendments is to facilitate business operations, such amendments could affect business operations in several aspects. Therefore, business operators should carefully consider the potential impact and prepare an implementation plan before taking any actions related to such amendment. 

 

We would welcome any opportunity to discuss the relevance of this matter upon reque

 

KPMG in Thailand’s Legal Services Team offers a wide range of practical legal solutions. For more information, please visit Legal Services