The Guideline for the Registration and Capital Increase of Partnerships and Limited Companies that have the Registered Capital of or Registered Capital is increased to more than Five Million Baht

As Order of Office of the Central Partnerships and Companies Registration No. 66, issued in 2015, signed on 24 March 2015

1. The Registration and Capital Increase of Partnerships and Limited Companies that have the registered capital of or the registered capital is increased to more than Five Million Baht shall submit the documents as the rules of Office of the Central Partnerships and Companies Registration about the Registration of Partnerships and Limited Companies B.E. 2554 (A.D. 2011) and edited issues, along with the supporting documents as Order of Office of the Central Partnerships and Companies Registration No. 66, issued in 2015, signed on 24 March 2015 as follows:

(1) Registration of Establishment of Partnerships and Limited Companies

(1.1) In case that the share payment is made by Cash, the Registrant shall submit the receipt that is issued by the Commercial Bank to certify that the any Managing Partners or Authorized Directors receive the share payment or money for the shares, along with the Request Form for the Registration.
Once the Registrar accepts the Registration, then the Registrant shall submit the said above receipt within 15 days after the date of accepting the Registration by the Registrar.

(1.2) In case that the share payment is made by Properties, the Registrant shall submit the consent letter that is issued by the properties’ owner indicates that will transfer the ownership of the properties to the Partnerships and Limited Companies or the consent letter indicates that will give the right to the Partnerships to use the properties, along with the Request Form for the Registration.
Once  the  Registrar  accepts the  Registration,  the  Registrant  shall  submit  one  of  the  following documents, as the case may be, within 90 days after the date of accepting the Registration by the Registrar

(a) For immovable properties or registered properties, shall submit a copy of certification that show that the Partnerships and Limited Companies have the right to the ownership.

(b) For other properties, shall submit a copy of transaction and value of properties that will be in the investment.

(c) For the properties that the partners pay as the share payment to the Partnerships, shall submit the consent agreement to use the properties.

 (2) Registration of Capital Increase of Partnership and Limited Companies

(2.1) In case that the share payment is made by cash, the Registrant shall submit the receipt that is issued by the Commercial Bank to certify or show that the Partnerships and Limited Companies receive the share payment or money for the shares, along with the Request Form for the Capital Increase.

(2.2) In case that the share payment is made by Properties, the Registrant shall submit the receipt of the share payment with the following documents, along with the Request Form for the Capital Increase.

(a) For immovable properties or registered properties, shall submit a copy of certification that show that Partnerships and Limited Companies have the right to the ownership.

(b) For other properties, shall submit the copy of transaction and value of properties that will be in the investment.

(c) For the properties that the partners pay as the share payment to the Partnerships, shall submit the consent agreement to use the properties.

2. In case that the Registrant cannot submit the receipt that is issued by the Commercial Bank as said above as the supporting documents for the Registration of Establishment of Partnerships and Limited Companies as Order No. 66, issued in 2015 as Article 2 (1) (1.1) First paragraph, then shall send the letter to the Registrar to explain the reason in the following cases.

 (1) In case that the all of Managing Partners or Authorized Directors of Partnerships or Limited Companies are Alien, to open a Bank Account requires their Work Permit. However, to apply a Work Permit can be done after the Registration of Juristic Person. As the result, they cannot open a Bank Account to receive the share payment or money for the shares and ask the Commercial Bank to issue the receipt to submit to the Registrar as Order.

(2) In case that the Partnerships or Limited Companies are supported or permitted to operate businesses by Board of Investment (BOI) or the Industrial Estate Authority of Thailand, shareholders have to transfer an investment fund for registering a Juristic Person, which must be transferred directly to that Juristic Person Bank Account. It cannot be transferred to the Juristic Person’s nominee Bank Account. Since both Departments audits if there is any transferring the investment funds to the Juristic Person that files a request to operate a business. Therefore, they cannot make the share payment to the Managing Partners or Directors to collect money for the Juristic Person and to submit the document as said Order.

However, in case as Article (2), the Registrant must submit the documents indicate that they get supporting or permitting to operate business from Board of Investment (BOI) or the Industrial Estate Authority of Thailand as the supporting document.

3. In case that the Partnerships or Limited Companies does not submit the receipt that is issued by the Commercial Bank as said above within 15 days after the date of Registration or does not submit the document which show that the Partnerships or Limited Companies are the owner of the properties, the copy of transaction and value of properties that will be in the investment or the consent agreement to use the properties, whatever the case may be, within 90 days after the date of Registration as Order No. 66, issued in 2015 as Article 2 (1) (1.1) Paragraph Two or (1.2) Paragraph Two, then the Registrar shall proceed as follows:

(1) The Registrar makes a remark in the certification of said Juristic Person as, “This Juristic Person does not submit the supporting documents to affirm that they receive the share payment as requested at the Registration” and send the list of the said Juristic Person to the Auditing Business Division.

(2) The Auditing Business Division shall audit the Juristic Person as Article (1) if there is a record or list about the registered capital of the Juristic Person with lawfully according to the Accounting and submit the audited record to  the  Office  of  Business  Registration  Service  and  Regional  Business  Division  as  weaver  for  consideration  of repealing the request for Registration.

(3) In case that the Juristic Person does not act or submit the supporting documents as order of Account Inspector, then shall take legal action against the Juristic Person for ignoring the order of Account Inspector as Section 36 of the Accounting Act B.E. 2543 (A.D. 2000) and make a remark in the certification of said Juristic Person that “This Juristic Person does not submit the supporting documents and affirm that they receive the share payment at the amount as requested and from the auditing the registered capital during the fiscal year…. As the result, this Juristic Person did not submit the Account and/or inform the facts about the Investment. Therefore, please be informed that beware in acting any businesses with” as a memorandum as (1)

(4) The Registrar will search the facts and evidences about the share payment and money for the shares as weaver for considering of repealing the request for Registration.

In case that there are no supporting documents about the share payment or money for the shares as registered to the Registrar, the Registrar shall repeal the request for Registration under the Administrative Procedure Act, B.E. 2539 (A.D. 1996)

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Office of Business Registration
31 March 2015