Corporate Changes & Amendments

The THB 9,900 retainer covers the routine annual compliance every Thai limited company owes: drafting and circulating the AGM notice within statutory timing (CCC Section 1175), preparing the AGM agenda and resolutions (adopting audited financials, declaring dividends if any, appointing the auditor, ratifying director acts), recording meeting minutes, and filing the annual shareholders list (BOJ 5) and audited financial statements with the DBD. It does not cover extraordinary changes — share transfers, director changes, capital changes, address changes — those are billed separately.

The AGM is the ordinary annual meeting required by CCC Section 1171 within 4 months of fiscal year-end; its agenda is fixed by statute (review audited financials, set dividends, reappoint directors and auditor). An EGM is any other shareholders meeting called during the year to approve a specific corporate change — adding a shareholder, increasing capital, amending the Articles of Association. EGMs require the same 14-day notice (CCC Section 1175) and quorum rules.

Once the board resolution is signed and the new director's documents are collected, Plizz typically files with the DBD within 5–7 working days via e-Registration. If the change is registered more than 14 days after the effective date (CCC Section 1023/1), the company faces a statutory fine and the public DBD record shows a delayed registration — auditors and due-diligence reviewers flag this as a governance defect. The acts of an unregistered director are not automatically void but their authority can be challenged by third parties.

The Revenue Code applies a 0.1% stamp duty on share-transfer instruments. Transferor and transferee are jointly liable; commercial practice is for the transferee to pay. Stamping must occur within the timeframe set by Revenue Code rules (typically within 5 days of execution). Late stamping incurs surcharges and creates evidentiary problems if the transfer is challenged. Plizz calculates the duty, arranges payment, and stamps the deed before DBD filing.

It depends on the post-transfer foreign-ownership percentage and the activity. If the company will be more than 49% foreign-owned in a restricted-list activity under the Foreign Business Act B.E. 2542 (Lists 1–3), the transfer requires a Foreign Business License or alternative FBA structure before completion. US nationals can use the Treaty of Amity for most sectors as an alternative. Plizz screens the FBA exposure before drafting the share-transfer deed.

Under the CCC, at least 25% of the par value of each new share must be paid up at issuance (CCC Section 1119). The remainder can be called by the board over time. Practically, most foreign-investor capital increases are fully paid up to satisfy the THB 2 million per work permit rule under the Foreign Employment Act and Department of Employment work-permit ratio guidelines. Capital increase requires an EGM, MOA amendment, and DBD filing.

Skipping the AGM is a corporate offence under the CCC, and company directors face a statutory fine. The larger consequence: without an AGM resolution adopting the audited financial statements, the PND 50 (corporate income tax return, due 150 days after fiscal year-end) cannot be filed cleanly, the audited financials cannot be filed at the DBD, and the company falls out of good standing. Lenders, auditors, and acquirers all run DBD checks; a missing AGM is one of the first defects flagged.

The auditor issues an opinion on the financial statements. The Corporate Secretary runs the governance around it: calling the AGM that adopts the audited statements, drafting the resolution, filing the audited statements with the DBD, maintaining the corporate-records book (minutes, registers), and tracking statutory deadlines for the year. Most auditors will not draft AGM minutes, file the BOJ 5, or chase statutory deadlines — that is the Corporate Secretary's scope.

A capital increase itself is generally not a taxable event — issuing new shares does not generate income for the company. However, three tax implications deserve attention: (1) if new shares are issued at a premium above par value, the accounting treatment must be correctly recorded as a share premium reserve, not income; (2) where the capital increase is funded by conversion of a shareholder loan, Revenue Department scrutiny of the loan history may arise; (3) the resulting increase in paid-up capital must match the balance-sheet figure — mismatches are flagged by auditors and can attract Revenue Department interest in the year the capital increase is recorded. Plizz handles the ledger entries simultaneously with the DBD filing.

Yes, for two specific reasons. First, the Revenue Department sends assessment notices and VAT correspondence to the registered address on file — under Revenue Code administrative-notice rules these are deemed delivered even if no one is there. Second, some licences (FDA, factory licence, restaurant permit) are tied to a specific physical address; if operations move, the licence must also be updated. Plizz coordinates both the DBD address-change filing and the sector-regulator update in one engagement.