Public Limited Registration
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.
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.
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
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.
|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.