Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Northern Thailand — Chiang Mai
Corporate & Commercial in Chiang Mai
Incorporation, contracts, foreign business, BOI and compliance
Why Chiang Mai matters are different
Chiang Mai is the administrative, academic and tourism hub of northern Thailand and home to a large long-stay foreign community. Legal work here spans local business and land matters as well as documents, visas, marriage and succession for long-term foreign residents. Because regional courts and agencies are located in the province, many matters can be completed locally without travelling to Bangkok.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Many Chiang Mai plots sit in use-restricted zones or carry title documents other than a full chanote, so the title type must be checked before any contract.
- The large long-stay foreign community drives demand for bilingual wills, powers of attorney and documents for use in the client’s home country.
- Hotels, restaurants and tourism businesses rely on long leases, raising lease registration and renewal issues.
- Regional administrative and labour courts sit in the province, so those cases need not be filed in Bangkok.
Courts and authorities in Chiang Mai
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Chiang Mai Provincial Court and Chiang Mai Municipal Court | Civil and criminal cases within Chiang Mai province |
| Chiang Mai Juvenile and Family Court | Divorce, custody and family matters |
| Labour Court Region 5 | Labour cases in the upper northern region |
| Chiang Mai Administrative Court | Challenges to state decisions in the northern region |
| Chiang Mai Legal Execution Office | Seizure, garnishment and auction of local assets |
| Chiang Mai Provincial Land Office and branch offices | Registration of land and condominium transactions |
| Chiang Mai Immigration Office | 90-day reporting, extensions of stay and residence notification |
| Chiang Mai Provincial Commercial Office | Local business registration services |
What we handle in Chiang Mai
- 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 Chiang Mai.
Areas of Chiang Mai we regularly serve
เมืองเชียงใหม่นิมมานเหมินท์สันทรายหางดงสารภีแม่ริมดอยสะเก็ดสันกำแพงแม่แตงฝาง
Laws that govern this matter — Chiang Mai
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 — Chiang Mai
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 — Chiang Mai
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 Chiang Mai ask
Must this be filed in Bangkok, or can it be done in Chiang Mai?
Most matters can be handled locally: Chiang Mai has provincial, municipal, family, regional labour and administrative courts as well as a legal execution office. Exceptions are matters the law assigns to central bodies, such as MFA document legalisation.
Can a foreigner living in Chiang Mai make a will or grant a power of attorney?
Yes. The document must follow the correct Thai statutory form, and if it will also be used abroad, translation and certification should be planned from the outset to avoid redoing it.
Buying land or a house in Chiang Mai — what should I watch for?
Check the title type, legal access, zoning and use restrictions, and any registered encumbrances before paying a deposit — these are hard to fix after signing.
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 — 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 Chiang Mai
Litigation & Court Representation — Chiang MaiCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — Chiang MaiVisas, work permits, residency and lawful statusIntellectual Property — Chiang MaiTrademarks, copyright, patents and enforcementLand & Real Estate — Chiang MaiTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — Chiang MaiMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — Chiang MaiResolving disputes outside court and making awards effectiveNotarial Services & International Documents — Chiang MaiSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — Chiang MaiStructuring foreign investment in Thailand correctly from day one.
Discuss your Chiang Mai matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.