Increase Company Capital in Thailand (New Share issueing)

When do you need a capital increase?

• Growing the business: you need more funds for expansion, new equipment or new projects.
• Bringing in a new shareholder or investor: new shares are issued to the incoming partner.
• Work permits for foreign staff: the Thai authorities generally expect fully paid-up registered capital of 2 million baht for each foreign employee who needs a work permit.
• Licences and contracts: some licences, banks, landlords and tenders ask for a minimum registered capital.
• Building credibility: higher capital shows clients and suppliers that the company is financially committed.

What Thai law requires

• Special resolution: the shareholders’ meeting must approve the increase by at least three-quarters of the votes of the shareholders present and entitled to vote (Civil and Commercial Code, sections 1194 and 1220).
• Meeting notice: shareholders must be invited at least 14 days before a meeting that votes on a special resolution, unless the company’s articles set a longer period.
• Existing shareholders come first: new shares must first be offered to current shareholders in proportion to the shares they already hold (section 1222).
• 14-day registration deadline: the resolution must be registered with the DBD within 14 days of the meeting (section 1228). Late registration can lead to a fine.
• Proof of payment: where the company’s total registered capital after the increase is more than 5 million baht, the DBD asks for evidence of payment, such as a bank certificate and a company confirmation letter.
• Foreign shareholding: if the new shares go to foreign shareholders, the foreign share of the enlarged capital must still fit the Foreign Business Act, unless the company holds a Foreign Business License or BOI promotion.

How the process works

1. Review: we look at your current capital, the amount you want to add, and who will take up the new shares.
2. Prepare documents: we draft the meeting notice, the shareholder resolution and the share allocation.
3. Shareholders’ meeting: the meeting is held after the notice period and the increase is approved.
4. Payment for the new shares: shareholders pay for the shares they take up, and we collect the bank evidence where needed.
5. DBD registration: we file the capital increase with the DBD within the 14-day deadline.
6. Update records: we update the shareholder register, issue new share certificates and give you the updated company affidavit.

The whole process usually takes about 3 to 4 weeks, depending mainly on the notice period and how quickly documents are signed.

Documents we need from you

• Current company affidavit and shareholder list
• The amount of the increase and the number and par value of the new shares
• Details of who will take up the new shares (passport or Thai ID card copies for new shareholders)
• Signatures of the directors and shareholders on the prepared documents
• Bank evidence of payment, if your total capital will be more than 5 million baht