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In Thailand two or more companies can only amalgamate or merge together to form a single company using the procedures set out in Sections 1238 to 1243 of the CCC. Amalgamation is the only type of corporate merger permitted under Thai law.
In an amalgamation two or more companies amalgamate together to form a new company that assumes all the rights and obligations of the companies to the amalgamation. Amalgamation requires the approval of all companies to the amalgamation by way of special resolutions. The special resolutions of each company have to be registered with the Ministry of Commerce and District Commercial Registration within fourteen days after the date of the second shareholder's meetings required to pass such resolutions.
When the amalgamation has been approved by special resolution, it must be registered within fourteen days by each company to the amalgamation, and the new limited company deemed to be formed by the amalgamation must be registered. The share capital of the new company must be equivalent to the total share capital of all of the companies to the amalgamation. Amalgamation does not require the formal liquidation of the companies to be amalgamated. However each of the companies to the amalgamation are deemed to have ceased to exist and a new company deemed to have been formed. The new company is entitled to all of the rights and subject to all of the liabilities of the companies to the amalgamation.
Please note that the amalgamation process could take at least 7-8 months including the period required to convene two shareholders’ meetings to pass the special resolution and the six months objection period. Attached is a tentative schedule of timing and steps required for amalgamation.
Acquisition is to be used when one firm purchases another. An acquisition is also known as takeover by changing the shareholders and the company director(s). At the stage of acquiring a company, the process could be very complicated and time consuming. Investors who want to operate this kind of business in Thailand will be highly recommended to conduct proper due diligence to make sure that the company has no debts and liabilities and to acquire the company's employees properly.
On behalf of international clients, a corporate lawyer in Thailand with a depth of experience can assist in setting up and registering Thai and Amity treaty companies. Our legal counsel and business consultants are strong in business and conflict resolution experience. That depth of experience, coupled with a contemporary perspective, means our corporate lawyers and business consultants tend to be forward- thinking and innovative in satisfying client needs.
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