Public Limited Company
Public Limited Company
Suggestions for Legal Practices
Public Limited Company
- A business name sign and a stamp must have the word "Public Company Limited" following the company name. The company documents must display the business name, the address and the registration number. In addition, in front of the head office and the branch office(s), there must be a signboard of the company's name.
- The company has to give its share certificate to the shareholders in which the messages are written as stipulated by the law.
- The company has to have registration book of shareholder kept at its registered head office as lists of shareholder in the registration book as stipulated by the law.
- The company has to arrange the annual general meeting for shareholder within 4 months after the account is closed and has to submit the list of shareholder to the registrar within one month after the meeting.
- The company has to prepare committee registration that has the items as stipulated by the law, the committee minutes, the shareholder minutes and has to keep them at its head office.
- The company has to arrange an account of which the details, regulation and methods are stipulated as follows:
(1) Account Arrangement. The company must have legal qualified accountant and has to arrange an account and gather all documents used for the accounting as an evidence for accounting or for submitting them to the accountant. In addition, it has to supervise the accountant to prepare real and legal account so that the account can show the operation outcomes, financial situation and the change of financial situation relating to the real situation and to the accounting standard
(2) An account has to be arranged from the first day the juristic person is registered. The type of the prepared account, messages and items in the account, the period used for entering the account and document used for entering as stipulated.
(3) The first time of the account closing is within 12 months from the first date of the account, in other words, the first date of registration as a juristic person and next account closing is executed yearly from the previous close. In case of identifying the closing date in the memorandum, the company has to close the account as stipulated in the memorandum
(4) Prepare the financial statement by entering summarized lists as identified in form III which is attached in the declare of the Department of Business Development. The identification of summarized list must be in the financial statement.
(5) Submit the financial statement within one month from the date it is approved by the general meeting of shareholder.
To submit the financial statement, the company has to follow these regulations:
(5.1) in case that the head office is located in Bangkok, the financial statement has to be submit at Business Information Service Office, Department of Business Development.
(5.2) In case that the head office is located in other provinces, the financial statement has to submit to Business Development Office in the provinces or to pass it to the Business Information Service Office, Department of Business Development.
(6) Keep the account and other relating documents at the office or the place of usual manufacturing or the place used to keep goods or at the usual office at least 5 years from the closing date. In necessary case the Director-General, as approved by authorized Minister can order the company to keep the account and the relating documents at minimum of 5 years but not exceeding to 7 years.
- Any operation involving with the account and the relating documents must be permitted by the accounting chief inspector and local inspecting officials as stipulated by law as follows:
(1) For the request to change a year-cycle of account, the company must submit Form Sor Bor Chor 4 together with other documents specified in the mentioned form. After the request is permitted, the company can change its year-cycle of account.
(2) For the request to keep the account and relating documents at other places, the company has to submit Form Sor Bor Chor 1 together with other documents specified in the mentioned form. During the request, the one who keeps the account can keep them at the requested place temporarily. If any message or mentioned lists are changed, the change must be informed within 15 day of the changing date.
(3) The notification of the account or the loss or damage of account or its relating documents must be submitted with Form Sor Bor Chor 2 with other documents specified in the mentioned form within 15 days from the date when the loss or the damage is known.
- The changes that a public company has to additionally register to the registrar are as:
(1) the change of fully paid share capital (increasing/reducing)
(2) the change in the articles of the company
(3) the change of the company stamp
(4) the change of the committee
(5) the change in the names and numbers of authorized committee who sign their names on behalf of the company and the change of committee's authority
(6) the change of the head office and/or branch office(s)
(7) the change of another information that should declare to public.
- The dissolving of a public company limited has to be registered to the registrar by following the procedure, regulations and methods as legally stipulated until all accounts are rectified, the company has to register the rectification of all account to the registrar. This is considered that the public company limited has completely been dissolved by the law.
- The company has to lodge the list of its shareholders at the annual general meeting to the registrar within one month after the meeting.
- The company has to lodge the annual report, the copy of financial statement, the minutes of shareholders' meeting concerning the approval of final statement, profit allocation and dividends allocation to the registrar within one month from the date the meeting approves such financial statement. The company has to publicize the financial statement in a newspaper at least one day.
- The company has to display its business name sign in front of its head office and its branch(es)
- The company has to display its business name, the place of business office and the registered number in its letters, announcements, invoices and receipts.
- The company has to dispatch the share certificates within 2 months from the date it is registered as a public limited company or from the date it receives full payment of all shares and the date it is registered to increase its shares.
- The company has to arrange its shareholder registration, its committee registration, its minutes of committee and its minutes of shareholders. Then, the company has to keep them at the head office and with the person informed to the registrar.
- The company has to prepare and keep its account, its financial statement, and allows the auditor to examine and presents them to the meeting of shareholder for the approval.
- The company has to submit the annual report of the committee and the financial statement inspected by the auditor to the shareholders together with the notice of its annual general meeting
- The company has to publicize these following documents in a newspaper:
9.1 the notice of the meeting for establishing the company
9.2 the notice of the meeting for the shareholders
9.3 the dividends payment
9.4 the financial statement approved by the shareholders
9.5 the capital increasing and reducing after the registration
