Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Central Thailand — Nonthaburi
Corporate & Commercial in Nonthaburi
Incorporation, contracts, foreign business, BOI and compliance
Why Nonthaburi matters are different
Nonthaburi is a densely populated Bangkok-adjacent province and the seat of several central government departments. Common legal work involves condominiums and housing estates, sale and transfer agreements, disputes with condominium or village juristic persons, consumer cases, and corporate work for mid-sized businesses based outside Bangkok to reduce costs.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Disputes with a condominium or village juristic person usually start over common fees and use of common property, requiring the regulations and past meeting resolutions as evidence.
- Buying off-plan raises handover-deadline and contractual repayment issues under the standard forms prescribed by law.
- The department-level company registry is located in the province, making corporate searches and filings convenient.
- Consumer cases follow a distinct procedure with a burden of proof that favours consumers on some points, so this route is worth considering before an ordinary civil suit.
Courts and authorities in Nonthaburi
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Nonthaburi Provincial Court and Nonthaburi Municipal Court | Civil and criminal cases within the province |
| Nonthaburi Juvenile and Family Court | Family and juvenile matters |
| Nonthaburi Provincial Land Office and branch offices | Registration of land and condominium transactions |
| Department of Business Development (head office located in Nonthaburi) | Company registration, financial statement filing and registered changes |
| Nonthaburi Legal Execution Office | Enforcement of judgments in the province |
| Provincial consumer protection office | Receives consumer complaints before matters reach the courts |
| District offices in Nonthaburi (civil registration) | Civil and marriage registration |
| Nonthaburi Provincial Commercial Office | Local business registration services |
What we handle in Nonthaburi
- 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 Nonthaburi.
Areas of Nonthaburi we regularly serve
เมืองนนทบุรีปากเกร็ดบางใหญ่บางบัวทองบางกรวยไทรน้อยแจ้งวัฒนะติวานนท์รัตนาธิเบศร์ราชพฤกษ์
Laws that govern this matter — Nonthaburi
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 — Nonthaburi
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 — Nonthaburi
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.
Official sources you can check
Rules and fees change. Confirm current requirements with the responsible authority before filing.
Questions people in Nonthaburi ask
The condominium juristic person is billing back-dated common fees — must they be paid?
First check whether the rate was validly approved by a general meeting and whether each instalment is still within its prescription period. If the rate or resolution is invalid, the owner can challenge it — but simply not paying, without a formal objection, may trigger restrictions under the regulations.
The developer is late handing over the house — what can be done?
Check the contract’s late-delivery penalty and whether any claimed excuse genuinely applies, then serve written notice setting a deadline. If it is still not met, the buyer may continue claiming the penalty or terminate and reclaim sums paid — and the choice affects what can be claimed afterwards.
How does a consumer case differ from an ordinary civil suit?
Consumer cases follow a dedicated, faster procedure: consumers generally file without court fees, and on some issues the burden of proof shifts to the business — for example matters within the business’s exclusive knowledge — making it better suited to goods and services disputes than an ordinary suit.
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 — ChonburiCorporate & Commercial — Khon KaenCorporate & Commercial — Udon ThaniCorporate & Commercial — Nakhon RatchasimaCorporate & Commercial — SongkhlaCorporate & Commercial — Surat ThaniCorporate & Commercial — Chiang RaiCorporate & Commercial — RayongCorporate & Commercial — nationwide
Other legal services in Nonthaburi
Litigation & Court Representation — NonthaburiCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — NonthaburiVisas, work permits, residency and lawful statusIntellectual Property — NonthaburiTrademarks, copyright, patents and enforcementLand & Real Estate — NonthaburiTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — NonthaburiMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — NonthaburiResolving disputes outside court and making awards effectiveNotarial Services & International Documents — NonthaburiSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — NonthaburiStructuring foreign investment in Thailand correctly from day one.
Discuss your Nonthaburi matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.