Section Code: 1238 - 1243

Thai Civil and Commercial Code


Part 9: Amalgamation of Limited Companies

Section 1238. Amalgamation of Limited Company

A limited company may not amalgamate with another limited company Except by special resolution.

Section 1239. Special Resolution

The special resolution by which an amalgamation is decided must be registered by the company within fourteen days from its date.

Section 1240. Publishing Notice Requirements for Proposed Amalgamation

The company must publish seven times at least in a local paper and send to all creditors known to the company by registered letter a notice of the particulars of the proposed amalgamation requiring the creditors to present within six months after the date of the notice any objections they may have to it.

If no objection is raised during such period, none is deemed to exist.

If an objection is raised, the company cannot proceed with the amalgamation unless it has satisfied the claim or given security for it.

Section 1241. Registration of Amalgamated Company

When the amalgamation has been made, it must be registered within fourteen days by each amalgamated company and the limited company formed by the amalgamation must be registered as a new company.

Section 1242. Equivalency of Shares

The share capital of the new company must be equivalent to the total share capital of the amalgamated companies.

Section 1243. Rights and Liabilities of New Company

The new company is entitled to the rights and subject to the liabilities of the amalgamated companies.