Registration of Decrease in Paid Up Capital

Normally, a company cannot decrease its paid up capital since it is the personal property of the shareholders and not of the company. However, there are certain exceptions on how the company can still reduce its capital:

1. If the government confirmed and accepted the decrease in paid up capital through the special resolution made by the company;
2. If the shares were redeemed with a redemption agreement;
3. If the decrease in paid up capital is authorized by the special resolution and it is allowed to change the Memorandum of Association.

Panwa Group provides registration services for the decrease in paid up capital of the company whereas, there are 2 steps in registration of decrease in paid up capital as follows:

1. Registration of special resolution to decrease in paid up capital.
2. Registration of capital decreased and change on the Memorandum of Association no. 5.

Service Fee; is Baht 30,000 (depend on case)

The above fee is valid until December 31, 2022.

Registration Procedures:

Step 1. Registration of special resolution to decrease in paid up capital.
1.1 Publishing an advertisement on newspaper and sending of the invitation letter for Extraordinary Meeting within 14 days before the Meeting.
1.2 Preparation of documents.
1.3 Sending of documents to be signed by the Company director.
1.4 Registration of decrease in paid up capital within 14 days from the date of Meeting.
1.5 Advertisement on newspaper/send letter to inform the decrease in paid up capital to the company’s creditor/s until 30 days.
Remark: After 30 days and there is no objection from the creditor/s, step 2 will be done.

Step 2. Registration of capital decreased and change on the Memorandum of Association no. 5.

1. 2.1 Preparation of documents.
2. 2.2 Sending of documents to be signed by the company director.
3. 2.3 Registration of capital decreased and change on the Memorandum of Association no. 5

List of required documents

1. Copy of Company Affidavit 1 set.
2. Copy of Shareholders’ list (BOJ.5) 1 set.
3. Copy of ID card of director 2 sets.
4. Details of decreasing share capital, by decreasing par of value or by decreasing no. of share.

Government fee

1. For registration is Baht 1,600
2. Fee for sending the invitation letter to all shareholders.

- Published fee paid to local news paper 2 times is Baht 1,600.
- Advice of delivery post in local (inside Thailand) is approximately Baht 20 per person.
- Advice of delivery post in oversea (outside Thailand) is approximately Baht 95 per person.

Remark: The amount of capital that will be decreased must be equal to or not over than 1/4 of total capital.

TIMELINE:

Below is a sample timeline in processing the registration of decrease in paid up capital; assume that the procedures will start on February 1:

1 February - the invitation letter will be sent to the company to be approved and signed by the authorized company director (in case there are two authorized signatories, only 1 sign is needed).

4 February – supposed that we obtained the signed invitation letter; we will publish it on a local newspaper and make copies of the letter to be sent to all shareholders via post with advice of delivery. These letters must be sent out within 14 days before the meeting.

18 February – schedule to hold the Extra Ordinary Meeting.

19 February – we will start the registration of decrease in paid up capital. In compliance with the law, the procedures will be completed within 14 days after the Extra Ordinary Meeting.

10 March – advertisement on newspaper/send letter to inform the decrease in paid up capital to the company’s creditor/s until 30 days.

12 April – if no objection received from the creditor/s, step 2 of registration will be done. We will prepare the documents to be sent to the company.

13 April – we will send the documents to be signed by the company director.

15 April – supposed that we received the signed documents, we will proceed with the registration of capital decreased and change on the Memorandum of Association no. 5

16 April - the evidence such as registration documents (both in Thai and English version) will be sent to the company.

Further information of decrease in Paid Up Capital click here.