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CORPORATE LAW BUSINESS LAW THAILAND
Including: • Commercial Contracts • International Commercial Contracts • Work Contracts • Establishment of a New Company • BOI Registration* • Companies Liquidation • Bankruptcy Issues and Lawsuits • Liability • Partnerships Agreement We counsel clients and handle business transactions including negotiation, drafting, and review of contracts and additional transactions connected with the activities of the business, such as organisations, acquisitions, and divestitures.
Impeachment of Company Director – Procedure (Extract)
How to change the director of a company without his/her consent. Section 1173 1. Minimum 1/5 of shareholders (20%) must send a request (registered mail) to the Director indicating the reasons. The Director shall set up EGM of the shareholders within 30 days. Section 1174 2. After 30 days, should the Director fail in setting up the meeting the share holders can call for a EGM them self with ads of call for EGM in local newspapers twice and send registered mails to every share holders present in the Share Holders List minimum 7 days before the meeting. Section 1182 5. Vote. Open Vote (show hand): 1 person 1 vote. Secret Vote: 1 Share 1 vote point. Section 1188 6. The shareholders can be represented by proxy to join the meeting and to vote. (Minimum two meetings). DBD (Department of Business Development) will send a letter to the old Director to inform him/her about the vote and the changes. The old director might oppose within 30 days. Only after an appropriate examination or luck of any oppositions the director can be changed.
In few words here the real minimum time necessary to close the impeachment: 30 days first letter sent +7+7 days - call for EGM meeting by shareholders +14 days from the first meeting to the 2nd meeting +30 days for DBD’s consideration time. In total at least 88 days.
HOW TO REGISTER A NEW COMPANY IN HONG KONG Given that persons who land in Hong Kong as visitors are normally not allowed to establish or join in any business during their stay in Hong Kong, IRD will require businesses with non-resident sole proprietor or partners to provide further information (see Sample Questions) with a view to ensuring that the particulars, including the date of commencement, stated in the relevant application form are correct. Please note that any person who submits false information shall be guilty of an offence and liable to a fine of $5,000 and to imprisonment for 1 year under the Business Registration Ordinance.
How to Register • To register a business, you have to: ◦ complete a prescribed application form ◦ pay the business registration fee & levy ; and ◦ produce your proof of identity. • Levy is collected for the Protection of Wages on Insolvency Fund. For details, please visit the website of Labour Department.