Q1 – In the present time, the company has Baht 1 million capital which the company plan to expand the business and will have more investor. If the company would like to increase the capital to Baht 4 million, totaling capital Baht 5 million. The 50% of the new shares that are issued will be sold to the current shareholder, and the rest of new shares will be sold to the new shareholder, is it possible?

Panwa: It is impossible for the company to let other people purchase the newly issued shares at the same time with register of increase capital due to the principles of capital increase have the following requirements:

1. New shares that are issued must be offered to the current shareholders in proportion to the number of shares held by that shareholder first. The offer must be made in writing to all shareholders and specify the number of shares that shareholders have the right to purchase and the date must be clearly specified. If after that date the shareholder still not accept the subscription for additional shares, it will be considered that the shareholder did not purchase such additional shares.
2. If after overdue and the company did not give any responses from the shareholder or the shareholders refuse to purchase additional shares that are increased, the company can sell the additional shares to other shareholder or the director can purchase such shares.
3. The new shares that are issued cannot be sold to third parties.

Q2 – I plan to increase the capital of my Thai company from Baht 2 million to 6 million. Does the Thai shareholder have to request the bank certificate from the bank same as when register the company?

Panwa: To increase capital of the company, the Thai shareholder does not need to request a bank certificate under his/her personal bank account. However, if the company will increase the total capital more than Baht 5 million, the company has to request a bank certificate under the company’s bank account and submit together with the registration forms for increase capital on the same day at the Department of Business Development (DBD).