Introduction of a New Business Combination Type and Other Changes in the Thai Civil and Commercial Code (“CCC”)

The Senate of Thailand has recently approved the draft act amending the CCC (the “Amendments”). The Amendments shall enhance and simplify business operations in Thailand by amending existing corporate laws mainly to provide: 1) a new type of business combination; and 2) clearer explanations on a private limited company’s corporate governance.

The Amendments shall be presented to H.M. the King for final enactment and will take effect 90 days after its publication in the Royal Gazette.   

Presently, the CCC specifies only one type of business combination which is a combination of two or more companies into a new entity in which none of the pre-existing companies survive. 

The Amendments expand a new type of business combination in which two or more companies are combined and any one of the companies can be the surviving entity. 

The Amendments provide for certain key transition periods as follows:

In our view, the Amendments will stimulate business operations in Thailand with a new option of business combination and more flexibility due to the other changes in corporate provisions under the CCC. 

Our team at KPMG Law has experts in the areas of mergers and acquisitions including corporate and commercial who can assist and guide you through the amended CCC.