The Draft amendment of the Civil and Commercial Code: The minimum number of shareholders in an LLC

August 18, 2020

On June 23rd, 2020, the Thai Cabinet approved a Draft Act which will amend the Civil and Commercial Code, with regards to the establishment of limited companies.

The Act aims to make it easier for individuals to set up limited companies and facilitate the establishment of new businesses, SMEs, and start-up enterprises to stimulate the Thai economy.

The Act will amend section 1097 of the Civil and Commercial Code so that a number of two promoters will be sufficient to establish a private limited company. Currently, three or more promoters are required for this. The required minimum number of shareholders after the incorporation process will accordingly be reduced to two.

In line with the above, the Act will also amend the requirements of holding a general meeting, so that at least two shareholders (or their proxies) must attend the meeting  instead of at least three , and a court may order the dissolution of a limited company on the grounds that there is only one shareholder (or any other reason causing that company to be unable to continue existing).

Although the Draft Act was recently approved by the Thai Cabinet, the date the Act will come into force and the name of the Act have yet to be announced.


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