Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Central Thailand — Bangkok
Corporate & Commercial in Bangkok
Incorporation, contracts, foreign business, BOI and compliance
Why Bangkok matters are different
Bangkok concentrates the courts, central government departments, embassies and most corporate head offices in Thailand. A legal matter arising in Bangkok therefore usually touches several authorities at once — the court with territorial jurisdiction, the Department of Business Development, the district land offices, the Immigration Bureau and the Department of Consular Affairs. Sequencing the steps correctly from the start saves far more time than correcting them later.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Bangkok cases require choosing the court by territorial jurisdiction — the defendant’s domicile or where the cause arose. Filing in the wrong court costs weeks.
- Documents for overseas use usually pass through the MFA and the relevant embassy, each with its own queue and requirements.
- Most companies are registered in Bangkok, so corporate searches and filings are typically faster here.
- Bangkok serves many foreign clients, so bilingual documents and interpreted appointments are routine.
Courts and authorities in Bangkok
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Civil Court, Criminal Court and Bangkok municipal courts | Hear civil and criminal cases according to territorial jurisdiction in Bangkok |
| Central Labour Court | Dismissal, severance and employment-contract disputes |
| Central Administrative Court | Challenges to state orders and administrative action |
| Central Intellectual Property and International Trade Court | Trademark, copyright, patent and international trade cases |
| Central Bankruptcy Court | Bankruptcy and business rehabilitation |
| Legal Execution Department | Seizure, garnishment, auction and execution-stage mediation |
| Department of Business Development | Company registration and registered changes |
| Department of Consular Affairs, MFA | Legalisation of documents for overseas use |
| Immigration Bureau | Visas, extensions of stay and residence notification |
What we handle in Bangkok
- 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 Bangkok.
Areas of Bangkok we regularly serve
สาทรสีลมบางรักวัฒนาคลองเตยห้วยขวางจตุจักรลาดพร้าวบางนาพระโขนงดินแดงปทุมวันบางกะปิดอนเมืองมีนบุรี
Laws that govern this matter — Bangkok
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 — Bangkok
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 — Bangkok
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 Bangkok ask
Which Bangkok court will hear my case?
It depends on the case type and territorial jurisdiction. General civil and criminal cases go to separate courts, while labour, administrative, IP and bankruptcy matters each have a specialised court. We verify jurisdiction from the parties’ domicile and the place of the events before filing.
I live upcountry but the case is in Bangkok — must I attend every hearing?
Not every hearing. With a proper appointment of counsel and power of attorney, your lawyer can act for you in many steps, but hearings where you must testify require your attendance. We tell you in advance which dates are mandatory.
Certifying a document in Bangkok for use abroad — what comes first?
Always start from the receiving authority’s requirement — it dictates whether you need signature certification, translation, MFA legalisation and embassy endorsement, and in what order. For Thailand, the Apostille Convention enters into force on 28 February 2027; until then MFA and embassy legalisation continues to apply.
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 — 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 — NonthaburiCorporate & Commercial — nationwide
Other legal services in Bangkok
Litigation & Court Representation — BangkokCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — BangkokVisas, work permits, residency and lawful statusIntellectual Property — BangkokTrademarks, copyright, patents and enforcementLand & Real Estate — BangkokTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — BangkokMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — BangkokResolving disputes outside court and making awards effectiveNotarial Services & International Documents — BangkokSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — BangkokStructuring foreign investment in Thailand correctly from day one.
Discuss your Bangkok matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.