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Posts Tagged ‘Thailand Corporate Law’

20th September 2015

In a recent article in the Bangkok Post it was reported that the current government in Thailand is taking measures to foster growth for small to medium sized enterprises (SMEs) in Thailand. It would appear that the present government is eager to provide encouragement for small and medium sized businesses in Thailand. Furthermore it seems as though Thai officials are attempting to position the country as a location of choice for small business start-ups within the greater framework of the Association of Southeast Asian Nations (ASEAN) and the ASEAN Economic Community (AEC). However, of particular interest to this blogger was the mention of possible rule changes with regard to Thai corporate regulations pertaining to Thai Company registration and the shareholdings thereof. To quote the aforementioned article directly:

Mr Pongpun said the authorities were improving regulations on the incorporation of private companies to allow the incorporation of a juristic person registered by only one person.

At present, corporations (also referred to as juristic persons) in Thailand must have a minimum of three (3) shareholders in order to incorporate under Thai law. It should be noted that prior to an amendment to Thai corporate law at approximately the turn of the century it was required that all companies registered in Thailand have a minimum of 7 shareholders in order to incorporate pursuant to Thai law. Many at the time felt that the 7 shareholders requirement was too cumbersome and for that reason the statutorily required number of shareholders was reduced to 3. Since then, there have been those who have noted their belief that allowing Thai corporate structures with only one shareholder would bring Thai corporate law more in line with similar bodies of law globally. For example, in many American jurisdictions Limited Liability Companies or LLCs are only required to have one member/shareholder, while similar Limited Company (Ltd.) structures are allowed in Britain and the Commonwealth nations and many European jurisdictions allow for similar corporate structures as well.

It remains to be seen whether Thai corporate law will be amended to allow for single shareholder corporations in Thailand. It is a good sign that such structures are being considered by Thai officials especially since such structures would be especially beneficial to small business owners in Thailand. Of special note to American readers, pursuant to the provisions of the US-Thai Treaty of Amity it is possible for American Citizens to own 100% of an Amity company registered in Thailand. Should the aforementioned changes take place it could result in Americans being able to own their small business singularly without any Thai shareholders.

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1st May 2011

As the world economy continues to re-stratify in ways that have not been predictable, it recently came to this blogger’s attention that recent shareholder voting activity at a local Thai bottling company may have placed the soft drink giant Pepsi upon something of a “back foot”. To quote directly from the official website of Reuters, Reuters.com:

BANGKOK, April 29 (Reuters) – Shareholders in PepsiCo Inc’s Thai bottler, Serm Suk Pcl , voted on Friday to terminate its contracts with the U.S. soft drink maker after more than half a century in business together.

The move means the U.S. giant will have to find other partners to tap growth in the Southeast Asian country of 67 million people. It had no immediate comment.

From an American’s perspective as an observer in the Kingdom of Thailand the re-stratification mentioned above can be best observed by the increasing importance of regional organizations such as the Association of Southeast Asian Nations (ASEAN). Concurrently, American companies doing business in Thailand and Greater Asia are finding that some jurisdictions have different rules regarding corporate governance when compared to the United States. To continue quoting further from the aforementioned article:

About 99.41 percent of shareholders voted to end the business with PepsiCo. PepsiCo, maker of Pepsi-Cola, Sierra Mist and Tropicana juice, owns 41.54 percent of Serm Suk through Pepsi-Cola (Thai)Trading and Seven-Up Nederland BV. It remains unclear what it will do with this stake.

The administration of this web log recommends readers click upon the hyperlinks above to read further about this story in detail.

It is interesting to note that shareholder voting rights can have a tremendous impact upon the governance of a corporation in Thailand as a Thai Company may be governed by Thai corporate law which can be substantially different in many ways to U.S. law on the same subject matter. For American readers, it should be noted that there may be benefits to be had for US companies in Thailand pursuant to the provisions of the US-Thai Treaty of Amity. That stated, although Amity Treaty Companies may be of benefit to some endeavors not all business activity can be undertaken pursuant to this Treaty. Therefore, those interested in further information on this subject may be best informed by contacting a Thai lawyer.

The ramifications of the shareholder vote noted above may be felt not only by Pepsi, but by others in the soft drink business in the Kingdom of Thailand and Greater Southeast Asia. To quote directly from a recent article entitled SSC Seals Pepsi Divorce from the Business section of the Bangkok Post‘s official website BangkokPost.com:

The transition period could create opportunities for rival Coke and new players such as the fast-rising Peruvian brand Big Cola to steal market share from Pepsi. Thailand has long been one of only a handful of cola markets in the world where Pepsi outsells Coke.

The administration of this web log strongly recommends that readers interested in these topics click upon the hyperlinks above to read further from this insightful article in order to gain insight and perspective on this story and the possible ramifications thereof.

Clearly the reverberations of the recent corporate vote could accrue to the benefit of Pepsi’s competitors within the Thai market. This blogger, simply as a consumer, has noticed what appears to be some increasing popularity for Big Cola mentioned above. This recent popularity may not necessarily mean that this soft drink will take Pepsi’s place as the number one soft drink in Thailand, but the whole incident may go to show the way in which the local Thai soft drink market is beginning to show an increasing taste for novelty. This trend toward novelty is increasingly palpable across much of the Thai economy as consumers are presented with increasing purchasing choices in the Kingdom. Meanwhile, it could be argued that the biggest beneficiary of the recent vote is Pepsi’s major international rival Coca-Cola which might pick up further market share as a result of a possible Pepsi decline.

For related information please see: business in China or US Company Registration.

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