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New Law Update

Topic 1.Latest Law Update

Interesting News

1.Draft Ministerial Regulations under the Civil and Commercial Code, 2 Issues

The Cabinet approved the draft Ministerial Regulations under the Civil and Commercial Code, as amended by the Amendment Act (No.23 B.E. 2565, totaling 2 issues, as proposed by the Ministry of Commerce and reviewed by the Office of Council of state, as follows:

1.Draft Ministerial Regulation on Advertisement Inviting Shareholders’ Meetings Electronically in Case of Limited Companies with Unidentified Shares B.E.…

(1)Specifies that in cases where a company has shares without identified owners (bearer shares), the company may advertise invitations to shareholders’ meetings electronically instead of through printed media.
(2)Specifies that advertisements inviting shareholders’ meetings electronically must be published through websites accessible to the public.
(3)Requires advertisements to specify the location, date, time, and nature of the meeting.
(4)Mandates that advertisements for shareholders’ meetings electronically must display the content from the day of advertisement until the day of the meeting.

2.Draft Ministerial Regulation on Appointment of Valuators in Cases Where Shareholders Oppose Company Mergers and Cannot Agree on Share Prices B.E.…

(1)Defines: “Buyer of Shares” as a person appointed by the company to purchase shares from dissenting shareholders in cases where the company passes a special resolution for merger. “Dissenting Shareholders” as shareholders participating in a general meeting of the company convened to approve a merger and who vote against the merger when a special resolution is passed to merge the company.
“Valuator” as a person appointed to assess and determine the price of shares of dissenting shareholders.

(2) Specifies that companies appoint valuers to assess and determine the price of shares for dissenting shareholders.

(3)Specifies the qualifications of valuers, including

1. Being a licensed accountant.
2. Being a licensed appraiser registered with the Office of the Judiciary’s Department of Appraisal in the branch of property appraisal.
3. Being an expert appointed by the court in the field of property valuation registered with the Office of the Judiciary’s Department of Appraisal.
4. Being a property valuation company or principal appraiser approved by the Securities and Exchange Commission.
5. Being a financial advisor or operations controller approved by the Securities and Exchange Commission or the Stock Exchange Commission.
6. Being a qualified appraiser registered with the Thai Independent Appraisers Association and the Thai Valuers Association.

2.Royal Decree Proposal: Tax Exemption for Digital Investment Tokens to Drive Economic Growth in Thailand

・On 2024, March 12 The Cabinet has approved the draft principles of a Royal Decree in accordance with the Tax Law on Tax Exemption (Draft No. …) B.E.…, as proposed by the Ministry of Finance (MOF), and has instructed the Office of the Council of State to proceed with further actions.

・The proposed Royal Decree by the Ministry of Finance entails significant measures regarding the exemption of personal income tax for dividends or any other benefits received from holding or possessing digital investment tokens. Additionally, personal income tax deduction (at a rate of 15 percent) at source has already been applied, obviating the need for individuals to include such dividends in their annual income tax calculations. Typically, taxpayers are required to include such dividends in their annual income tax calculations and file a Personal Income Tax Return (PND 50) again at year-end. Furthermore, for dividends or benefits received since January 1, B.E. 2567 (2024) onwards, the said dividends are not required to be included in the calculation of personal income tax, aiming to elevate the supervision of digital investment tokens to a standard closer to securities. (Investing in securities, when receiving returns in the form of dividends or interest and having already deducted taxes at source (at a rate of 10 percent), investors have the option to include dividends in their annual income for tax calculation or not). Moreover, this initiative aims to promote and develop the digital economy of the country by utilizing technology to facilitate fundraising, as well as to align with the government’s policies on promoting and developing the digital economy.

3.Thailand Extends Tax Relief Measures to Foster Digital Asset Trading

The Cabinet resolved to approve the draft Royal Decree issued in accordance with the Revenue Code. Concerning the exemption of Value Added Tax (No. ..) B.E. …. (Extending the period of tax relief measures for digital asset trading) that the Ministry of Finance recommends and sent to the Office of the Council of State for further consideration. with the following contents

The main idea of this draft as follows: