Memorandum of association MOA
The founding document filed with the Department of Business Development to register a company, stating its name, the province of its registered office, its objects, the registered capital divided into shares, and the promoters who subscribe for them — at least two, since 7 February 2023, under Civil and Commercial Code section 1097 as amended by the Act Amending the Civil and Commercial Code (No. 23) B.E. 2565 (2022).
IN PRACTICE
What it means in practice
The objects clause matters most in practice. A licence application, a bank account and many sector permits are all checked against the objects, and an object that is missing has to be added by a registered amendment before the filing that needed it can go ahead. The memorandum is also where the registered capital is first fixed, so the shareholding and the capital figure that later work permits depend on are settled here rather than afterwards. Copying an objects clause from another company is the usual source of both problems. After incorporation, a company that drops to a single shareholder risks court-ordered dissolution under section 1237(4), so the number of shareholders should be kept at two or more throughout.
THE TERM
The same term elsewhere
- ไทย
- หนังสือบริคณห์สนธิ
- 简体中文
- 组织章程大纲
- Governing law
- Civil and Commercial Code
ENQUIRIES
