Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Northern Thailand — Chiang Rai
Corporate & Commercial in Chiang Rai
Incorporation, contracts, foreign business, BOI and compliance
Why Chiang Rai matters are different
Chiang Rai borders both Myanmar and Lao PDR and combines border trade, highland agriculture, tourism and a growing foreign-resident community. Legal work includes cross-border trade and transport contracts, land disputes in use-restricted areas, and civil-status matters for people with incomplete registry records, which require careful historical document review.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Border trade routinely involves documents in several languages and systems, so contracts should state which language version prevails on conflict.
- Many highland plots lie in use-restricted zones, so title type and boundaries must be verified before price negotiations.
- Correcting civil registry entries relies on historical documents and witnesses, taking longer than ordinary registration work.
- Cross-border transport raises carrier liability and insurance points that must be written into the contract, or in-transit loss becomes a dispute that is hard to prove.
Courts and authorities in Chiang Rai
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Chiang Rai Provincial Court and Chiang Rai Municipal Court | Civil and criminal cases within the province |
| Chiang Rai Juvenile and Family Court | Family, juvenile and minors’ status matters |
| Labour Court Region 5 | Labour cases in the upper north |
| Chiang Rai Provincial Land Office and branch offices | Land registration and verification of title types |
| Chiang Rai Immigration Office | Foreign-national matters, extensions of stay and border checkpoint work |
| Chiang Rai Legal Execution Office | Enforcement of judgments in the province |
| District offices in Chiang Rai (civil registration) | Civil registration, marriage registration and correction of registry entries |
| Chiang Rai Provincial Commercial Office | Local company registration services |
What we handle in Chiang Rai
- 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 Rai.
Areas of Chiang Rai we regularly serve
เมืองเชียงรายแม่สายเชียงแสนเชียงของแม่จันพานเทิงแม่ฟ้าหลวงเวียงป่าเป้าป่าแดด
Laws that govern this matter — Chiang Rai
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 Rai
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 Rai
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 Rai ask
A bilingual border-trade contract has conflicting wording — which version governs?
Whichever the contract designates. Without a clause, it becomes a question of interpreting the parties’ intent — slow and uncertain. The fix is a clause naming the governing version and treating the other as a convenience translation.
Buying highland land — what needs special checking?
Verify whether the title type is transferable, whether the plot lies in a use-restricted zone, how actual boundaries compare with the cadastral map, and whether access is a legal right or merely permitted by consent — these affect both building and resale.
Civil registry records show inconsistent information — can they be corrected?
Yes, through the registrar’s procedure, supported by historical evidence and sometimes witnesses. Where evidence is insufficient, a court order confirming the facts may be needed first, so all older documents should be gathered before starting.
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 — RayongCorporate & Commercial — NonthaburiCorporate & Commercial — nationwide
Other legal services in Chiang Rai
Litigation & Court Representation — Chiang RaiCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — Chiang RaiVisas, work permits, residency and lawful statusIntellectual Property — Chiang RaiTrademarks, copyright, patents and enforcementLand & Real Estate — Chiang RaiTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — Chiang RaiMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — Chiang RaiResolving disputes outside court and making awards effectiveNotarial Services & International Documents — Chiang RaiSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — Chiang RaiStructuring foreign investment in Thailand correctly from day one.
Discuss your Chiang Rai matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.