The Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 (2022) : some observations

Abstract

The way of carrying on business frequently changes according to the situation of the world and the country. A partnership or a company is a business entity whose success or failure in most instances depends on the performance to fulfill its objectives. The partnership or the company is a contract whereby two or more people agree to unite for a common undertaking, with the intention of sharing the profits which may be derived therefrom, referring to section 1012 of The Civil and Commercial Code.

Currently, The Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 (2022) was published in the Government Gazette on November 18th, 2022. This Act revised some provisions of the existing Civil and Commercial Code, for example reducing the minimum number of company promoters and shareholders from three to two persons (Article 1097), allowing the company directors to attend Board of Director meetings remotely via video conferencing systems (Article 1162/1), recognizing new way of amalgamation. In the past, only A+B = C was accepted under the law. Now, two or more companies may be amalgamated under one of the following descriptions (1) amalgamation as a new company (A+B = C) (2) amalgamation whereby one company still retains its juristic person status (A+B = A or B) (section 1238).

This article is going to explain the revising issues and providing some observations and suggestions. The author agrees that the amendment of The Civil and Commercial Code is the development of the Thai partnership and company law to become more international standard