Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Eastern Thailand — Chonburi
Corporate & Commercial in Chonburi
Incorporation, contracts, foreign business, BOI and compliance
Why Chonburi matters are different
Chonburi holds three economies in one province: industry around Laem Chabang and Sriracha, tourism and foreign residence in Pattaya, and commerce in the provincial city. Legal work here ranges from factory labour disputes and subcontracting agreements to promoted-investment structures, real-estate work and family matters for foreign residents.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- The industrial base drives a high share of labour and subcontracting disputes, making time records and work orders critical evidence from day one.
- Pattaya sees heavy foreign condominium activity; recurring issues are the building’s foreign quota and unpaid common-area fees attaching to the unit.
- Many projects sit within investment-promotion zones, so employment and shareholding arrangements must match the conditions on the promotion certificate.
- Two provincial courts sit in this province, so the correct venue must be confirmed from domicile and the place of the events before filing.
Courts and authorities in Chonburi
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Chonburi Provincial Court, Pattaya Provincial Court and Chonburi Municipal Court | Civil and criminal cases by territorial jurisdiction in the province |
| Chonburi Juvenile and Family Court | Family and juvenile matters |
| Labour Court Region 2 | Labour cases across the eastern region, driven by the industrial base |
| Chonburi Provincial Labour Protection and Welfare Office | Receives complaints and mediates labour disputes before litigation |
| Chonburi Provincial Land Office and branch offices | Land, condominium and lease registration |
| Chonburi Immigration Office | Extensions of stay and foreign-national matters for Pattaya and Sriracha |
| Chonburi Legal Execution Office | Enforcement of judgments in the province |
| Chonburi Provincial Commercial Office | Local company registration services |
What we handle in Chonburi
- Limited company, partnership and representative office registration
- Drafting and reviewing commercial, employment, NDA and distribution agreements
- Articles of association, shareholders agreements and meeting formalities
- Foreign Business Act advice and FBL applications
- BOI promotion applications and post-approval compliance
- M&A, share transfers and legal due diligence
The local process, step by step
- 1Understand the business structure and shareholder objectives
- 2Map legal constraints, especially foreign shareholding limits
- 3Prepare registration documents or draft the agreed contracts
- 4File with the Department of Business Development or relevant authority
- 5Hand over documents with a briefing on ongoing legal duties
Documents to prepare
- ID cards or passports of all shareholders and directors
- Three preferred company names in order of priority
- Registered address with proof of right to use the premises
- Business objectives and registered capital structure
- Legalised parent-company documents where a foreign entity is a shareholder
Points to watch
- Nominee shareholding to circumvent the Foreign Business Act is a criminal offence; we do not assist with it.
- Foreign corporate documents must be legalised before use in Thailand.
- Companies must file financial statements and hold an AGM; failure carries fines.
Typical timeframe
Incorporation with complete documents usually takes a few business days; special licences and BOI approvals take considerably longer.
Timeframes are indicative and depend on the court calendar and the authority handling the matter in Chonburi.
Areas of Chonburi we regularly serve
เมืองชลบุรีพัทยาศรีราชาแหลมฉบังบางละมุงสัตหีบจอมเทียนนาเกลือพนัสนิคมบ่อวิน
Laws that govern this matter — Chonburi
Summarised for general understanding only. The application of each provision depends on the facts of your case.
Foreign Business Act B.E. 2542 (1999)
Restricts certain businesses for foreigners and sets out the licensing route.
Investment Promotion Act B.E. 2520 (1977), as amended
The basis for BOI tax and non-tax incentives.
Revenue Code
Sets corporate tax duties, withholding tax and VAT obligations.
Example situations and how they are handled — Chonburi
These are constructed examples used to explain procedure. They are not client matters, and no outcome is implied or guaranteed.
Illustrative scenario: foreign shareholder wants majority control
Situation: A foreign investor wants more than 49% of a service business.
Usual approach: Check whether the activity falls in the FBA schedules, then compare a foreign business licence, BOI promotion, or restructuring the activity outside the restriction. (Hypothetical.)
Illustrative scenario: a resigned director still appears on the register
Situation: A director resigned but the company never filed the change.
Usual approach: Keep dated proof of the resignation and push the registration through — stale register data can be used to assert liability later.
Advice for your specific situation — Chonburi
Thai company founders
- Put a shareholders’ agreement in place early, covering exits and reserved matters.
- Define signing authority clearly in the affidavit — counterparties and banks rely on it.
Foreign investors
- Nominee shareholding structures carry serious legal risk; choose a defensible structure.
- Plan visa and work-permit conditions together with the corporate structure — they are linked.
Every matter — what to do in the first 7 days
- Gather every original document in one place, keep scanned copies, and note the date you received each one.
- Write a dated timeline — the date you received a notice or learned of the event usually starts the limitation or appeal clock.
- Do not sign a settlement, debt acknowledgement or withdrawal before a lawyer reviews it — it may extinguish existing rights.
- Preserve digital evidence unaltered (full screenshots, original files, emails with headers) — edited files are easy to challenge.
Questions people in Chonburi ask
Dismissed from a factory in Chonburi — where do I start?
Start by keeping the termination letter, recent payslips and time records. You may then either file with the labour inspector or sue directly in Labour Court Region 2. The first route has no filing fee and is often faster; the second reaches a wider range of damages, so the choice follows the nature of the claim.
Buying a resale condominium in Pattaya — what must be checked?
Check the building’s remaining foreign quota, the debt-free certificate for common-area fees, registered encumbrances on the unit title, and the status of the condominium juristic person — outstanding fees block transfer registration even though the buyer did not incur them.
Subcontracting inside an industrial estate — which clauses matter most?
Focus on defect liability, staged delivery, retention-money terms and joint liability under labour protection law — a principal can in some circumstances be jointly liable for the wages of a subcontractor’s employees.
What percentage can a foreigner hold?
Activities listed under the Foreign Business Act generally require majority Thai ownership unless a licence, treaty right or BOI promotion applies.
Is a Thai director required?
Not universally required by law, but some licences and banking practices call for one.
Must contracts be in Thai?
English contracts are binding, but a certified Thai translation is needed for Thai courts or authorities.
Same service in other provinces
Corporate & Commercial — BangkokCorporate & Commercial — Chiang MaiCorporate & Commercial — PhuketCorporate & Commercial — Khon KaenCorporate & Commercial — Udon ThaniCorporate & Commercial — Nakhon RatchasimaCorporate & Commercial — SongkhlaCorporate & Commercial — Surat ThaniCorporate & Commercial — Chiang RaiCorporate & Commercial — RayongCorporate & Commercial — NonthaburiCorporate & Commercial — nationwide
Other legal services in Chonburi
Litigation & Court Representation — ChonburiCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — ChonburiVisas, work permits, residency and lawful statusIntellectual Property — ChonburiTrademarks, copyright, patents and enforcementLand & Real Estate — ChonburiTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — ChonburiMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — ChonburiResolving disputes outside court and making awards effectiveNotarial Services & International Documents — ChonburiSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — ChonburiStructuring foreign investment in Thailand correctly from day one.
Discuss your Chonburi matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.