Introduction to Public Company Limited
Public Limited Companies are similar to Private Limited Companies in many regards. The main difference is that Public Limited Companies might have their securities listed on the Stock Exchange of Thailand, have more strict disclosure obligations, require more shareholders and are governed by a separate law, the Public Limited Company Act.
Public Limited Companies may offer shares, debentures and warrants to the public. The transfer of these is not restricted, except to satisfy statutory regulation or policy ceilings for foreign ownership. If a Public Company Limited wants to offer its shares or other financial instruments on the Stock Exchange of Thailand, it is subject to the Securities and Exchange Act and controlled by the Securities and Exchange Commission. If a company wishes to do so, it must obtain the approval of the Securities and Exchange Commission and disclose various documents. Afterwards the Stock Exchange of Thailand must approve the listing of the Public Company Limited. The Public Company Act allows for different share classes, all shares must, however, have voting rights. The minimum amount of capital represented by each share is 5 Thai Baht.
Board of Directors
A Public Company Limited is managed by a Board of Directors, who are elected by cumulative voting of the shareholders, unless the Articles of Association provide otherwise. The Board of Directors must have at least five members, half of whom have to be Thai nationals, fifty percent need to reside within Thailand. Compared to Private Limited Companies, the liabilities of Directors are substantially increased. Board meetings must be hold at least once every three months, director proxies are not allowed.
The separation between ownership (Shareholders) and management (Directors) is in no other legal entity as clear as in a Public Company Limited. The respective laws prescribe that the Board of Directors must include at least one-third of Independent Directors, but no fewer than 3. Basically, Independent Directors must not have any business or professional relationship with the company (e.g. shareholding, financial engagement, family relationship etc.), neither directly nor indirectly neither as Juristic Person nor on his own interest.
The registration process does not substantially differ from the registration of a Private Company Limited. The main distinctions are that a minimum of 15 Promotes is required to promote a Public Company Limited and that the Promoter are required to hold their shares for not less than two years after the successful incorporation of the company. The registration fee is 2,000 Thai Baht per million Thai Baht of registered capital.