Doing Business in Thailand

In a previous post I explained step by step the formalities to incorporate a Thai Limited Company. Many readers have contacted me to request whether I could also post the english translation of Thai Limited Company most important documents for information. After the Memorandum of Association (please see previous post) please see below a translation of the Minutes of the Statutory Meeting. Please note that this is an unofficial translation only.

The Statutory Meeting is the first meeting of the founders of a company prior to its incorporation. Unfortunately this is most often a “paper meeting”.

Minutes of the Statutory Meeting

DOING BUSINESS THAILAND CO., LTD.

Convened on [xxx] at [xxx] a.m. at No. [xxx] Langsuan Road, Lumpini Sub-district, Pathumwan District, Bangkok. There were [xxx] shareholders attending the meeting in person and by proxy, having total of [xxx] shares. The quorum then was constituted. Mr. [xxx] was elected as chairman of the meeting.  The meeting was asked to consider the following agendas:

1. To certify list of subscribers’ names, status and addresses including number of shares which subscribed.

- The Chairman proposed the meeting to consider the list of subscribers’ names, status and addresses including number of shares which subscribed.

- After consideration, the meeting unanimously approved for adoption the list of the shareholders of the company.

2.  The adoption of the Articles of Association of the company.

- The Chairman proposed the Articles of Association to the meeting for consideration.

- After consideration, the meeting unanimously approved for adoption of the Articles of Association of the company as proposed.

3.  The ratification of any transactions entered into and any expenses incurred by the promoters in promoting the company.

- The Chairman informed the meeting that there was not promoter having caused to be binding the company, the meeting then, need not to perform any ratification.  There were only expenses incurred in promoting the company and having advanced, amounting of Baht  [xxx].  The meeting, then, was asked to consider.

- After consideration, the meeting unanimously approved to accept such amount to be the expenses of the company as proposed.

4.  The consideration of shares.

- The Chairman proposed the meeting to consider, fixing types and number of shares of the company together with the payment of shares.

- After consideration, the meeting unanimously resolved that the shares of the company shall be only ordinary shares, entered in name certificates and fully paid-up.  The call of the first payment shall be Baht 100 per share, making a total of Baht [xxx].

5.  The consideration and appointment of the First Board of Directors and fixing their respective powers.

- The Chairman proposed the meeting to consider and to appoint the First Board of Directors and to fix their powers for acting on behalf of the company.

- After consideration, the meeting unanimously resolved that the Board of Directors of the company shall have [xxx] director as follows:-

(1)               Mr. [xxx]

(2)               Mrs. [xxx]

- And the meeting unanimously resolved that powers of the Directors of the company shall be “The number or names of the directors whose signatures shall be binding the company will be “one director signs with company seal affixed.”            

6.  The consideration and appointment of the auditor and fixing remuneration.

-  The Chairman proposed the meeting to consider and to appoint an auditor of the company and to fix his/her remuneration.

-  After consideration, the meeting unanimously resolved that [xxx]  certified public accountant No. [xxx], will be an auditor of the company with remuneration which is settled by next board of shareholder meeting consideration.

7.  Other (if any)

- There being no matter to be considered.

The meeting then was adjourned at 9.00 a.m.

(Signed) - Signature – Chairman

([xxx])

Certified correct

- Signature -

([xxx])

Director

About the Author:

The author Rene-Philippe DUBOUT is a lawyer since 1990 when he was admitted to Geneva bar (Switzerland). He practiced as a litigator there for 10 years until he moved to Thailand in 1999. In 2002 he founded with a group of Thai lawyers Rene Philippe & Partners Ltd a local law firm that specialized in Cross Borders Investments and Real Estate. He has been lecturing in several Thai Universities and a speaker to numerous conferences and seminars. He is the author of a must read book:”How to Purchase Real Estate Offshore Safely: The Case of Thailand”.

http//:www.renephilippe.com

© Copyrights 2009 – Rene Philippe Dubout – This article may be reprinted if information about the author, the websites, and the URLs remain intact.

Originally posted 2009-09-04 07:35:27.

Related posts:

1. Thai Corporate Documents – The Articles of Association
2. Thai Corporate Documents – The Memorandun of Association
3. Corporate: Disclosure requirement of Thai shareholders
4. Corporate: Incorporating a Thai Company Step by Step
5. Thailand Taxes: Understanding Thai corporate income tax
6. Doing Business in Thailand: Thai PLC and Nominees definition
7. Doing Business inThailand: Understanding Thai Legal System
8. Doing Business in Thailand: Understanding Thai Administration