In an attempt to ensure that share capital is injected into the company, the Office of the Central Company and Partnership Registration, under the Department of Business Development (“DBD”) of the Thai Ministry of Commerce (“MoC”) had issued the Order No. 1/2567 (“New Order”), effective 1 July 2024 onwards, requiring additional documents to support in proving that share capital had been injected into the company. Similar to its predecessor, the New Order is triggered when passing the THB 5 million threshold and the applicable scenarios are:

(1) company incorporation;

(2) increase of capital; and

(3) merger/amalgamation with a simultaneous increase of capital.

In this article, we would focus the additional documents to support the commercial registration with the DBD and on the payment of the share capital in cash.

Incorporation of a Company with a Registered Share Capital of over THB 5 million

• The Order requires that in case of incorporation of a private limited company with a registered share capital of over THB 5 million, along with the application to register the company incorporation, the applicant shall provide:
• A letter issued by a commercial bank certifying that one of the company directors has received the funds from the subscription of such shares; and
• A letter from the company director requesting such registration that the amount of the funds in the letter issued by the commercial bank, in (a) above, was received for the share subscription; or
• An explanation letter in case the letters in (a) and (b) above cannot be provided along with the application to register the company incorporation due to all directors being foreigners (and may not have a bank account opened with a commercial bank yet) or due to the company receiving investment promotion or is permitted to operate its business activity by agencies related to investment promotion e.g. The Board of Investment of Thailand (“BOI”), Industrial Estate Authority of Thailand (“IEAT”) – where direct remittance of foreign currency into the company’s bank account is required.

Following registration of the company incorporation, a letter issued by a commercial bank confirming that the amount of fund received for the share subscription had been deposited into the bank account opened in the name of the company is to be provided to the Company Registrar within 15 days.

Increase of Registered Capital where the Amount of Original Registered Capital combined with the Increase of Registered Capital exceeds THB 5 million

When filing the application to increase the registered capital of the company, the following shall be submitted to the Company Registrar:

• a letter issued by a commercial bank confirming that company has received money into its bank account such amount of fund for the subscription of the newly increased shares; and
• a letter from the company confirming that the amount of money appearing in the letter issued by the commercial bank, in (d) above, was received for the subscription of the newly increased shares.

Merger/Amalgamation with a simultaneous Increase of Capital where the Original Registered Capital due to the Merger/Amalgamation combined with the Increase of Registered Capital exceeds THB 5 million

The scenarios can be divided into two:

(I) Amalgamation resulting in a new company (A+B = C)

This is similar to the case of company incorporation mentioned above. The following must be provided to the Company Registrar when registering the amalgamation and capital increase:

• A letter issued by a commercial bank certifying that one of the company directors has received the funds from the subscription of such newly increased shares; and
• A letter from the company director requesting such registration that the amount of the funds in the letter issued by the commercial bank, in (f) above, was received for the subscription of newly increased shares; or
• An explanation letter in case the letters in (f) and (g) above cannot be provided along with such application due to all directors being foreigners (and may not have a bank account opened with a commercial bank yet) or due to the company receiving investment promotion or is permitted to operate its business activity by agencies related to investment promotion e.g. The Board of Investment of Thailand (“BOI”), Industrial Estate Authority of Thailand (“IEAT”) – where direct remittance of foreign currency into the company’s bank account is required.

Following registration of the amalgamation and capital increase, a letter issued by a commercial bank confirming that the amount of fund received for the share subscription had been deposited into the bank account opened in the name of the new entity is to be provided to the Company Registrar within 15 days.

(II) Merger into an absorbing company (A+B = A or B)

This would be similar to the case of capital increase. The following must be provided to the Company Registrar when registering the merger and the capital increase:

• a letter issued by a commercial bank confirming that company has received into its bank account such amount of fund for the subscription of the newly increased shares; and
• a letter from the company confirming that the amount of money appearing in the letter issued by the commercial bank, in (i) above, was received for the subscription of the newly increased shares.

To highlight, the New Order introduces the requirement for the letter to be issued by the company or the company director to confirm the amount of money in the bank and where it derives from – share subscription.

Should you have any query on the above or require our legal assistance, please contact South Asia Law at gunv@southasia-law.com and pemikaa@southasia-law.com.