Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Eastern Thailand — Rayong
Corporate & Commercial in Rayong
Incorporation, contracts, foreign business, BOI and compliance
Why Rayong matters are different
Rayong hosts one of Thailand’s largest petrochemical and manufacturing bases and sits within the Eastern Economic Corridor. Legal work centres on contracts between manufacturers and contractors, employment of both permanent staff and subcontracted labour, promoted-investment conditions, permitting and administrative challenges, and documentation for foreign executives posted locally.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Industrial contracts typically include safety standards and third-party liability terms that must align with occupational safety law.
- Promoted projects carry employment and shareholding conditions, so any restructuring should be checked against the granted privileges before it proceeds.
- Environmental and land-use permits follow specific procedures, and agency orders can be challenged only within limited deadlines.
- Much of the workforce is engaged through subcontractors, so joint liability of the principal arises frequently when wages go unpaid.
Courts and authorities in Rayong
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Rayong Provincial Court and Rayong Municipal Court | Civil and criminal cases within the province |
| Rayong Juvenile and Family Court | Family and juvenile matters |
| Labour Court Region 2 | Labour cases across the eastern region |
| Rayong Labour Protection and Welfare Office | Labour complaints and workplace safety matters |
| Rayong Provincial Land Office and branch offices | Land, condominium and lease registration |
| Rayong Immigration Office | Extensions of stay and foreign-national matters for industrial personnel |
| Rayong Legal Execution Office | Enforcement of judgments in the province |
| Rayong Provincial Commercial Office | Local company registration services |
What we handle in Rayong
- 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 Rayong.
Areas of Rayong we regularly serve
เมืองระยองมาบตาพุดปลวกแดงนิคมพัฒนาบ้านฉางแกลงบ้านค่ายวังจันทร์เขาชะเมาห้วยโป่ง
Laws that govern this matter — Rayong
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 — Rayong
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 — Rayong
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 Rayong ask
A subcontractor fails to pay wages — is the principal liable?
Labour protection law can make the principal jointly liable with a subcontractor for wages and statutory payments in certain cases. The practical safeguard is a contractual requirement to show proof of wage payment before each instalment is released, with records of those checks kept every period.
A state agency has ordered operations to stop — what options exist?
First check whether the order states its reasons and appeal rights, since administrative procedure law requires reasons. Then note the internal appeal deadline and the deadline for filing in the Administrative Court — missing them forfeits the right even where the substance is arguable.
A foreign executive is posted to Rayong — what documentation is required?
Three elements must align: work authorisation under foreign-worker law, the extension of stay under immigration law, and the employment terms in the contract and any investment-promotion conditions. All three must state the same position and workplace, or renewal filings will be sent back for correction.
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 — NonthaburiCorporate & Commercial — nationwide
Other legal services in Rayong
Litigation & Court Representation — RayongCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — RayongVisas, work permits, residency and lawful statusIntellectual Property — RayongTrademarks, copyright, patents and enforcementLand & Real Estate — RayongTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — RayongMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — RayongResolving disputes outside court and making awards effectiveNotarial Services & International Documents — RayongSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — RayongStructuring foreign investment in Thailand correctly from day one.
Discuss your Rayong matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.