Short Answer
A capital increase should not start with a calendar invitation.
For a Thai private company, issuing new shares requires a special resolution of the shareholders. Before the notice goes out, the company should reconcile the Civil and Commercial Code, its registered Articles of Association, the proposed capital structure and the evidence it will later need for registration.
Current Thai law generally requires the meeting notice to be sent by registered post with acknowledgement of receipt to every shareholder recorded in the shareholder register. For a special resolution, the notice period is at least 14 days. Newspaper or electronic publication is no longer the general rule for companies that have only named share certificates, although it can still be required where the company has bearer shares or where its own Articles impose an additional publication requirement.
Why This Matters
A defective notice can invalidate the timetable even when every shareholder already knows that a funding round is planned.
The commercial problem is usually timing. Investors may already have fixed a remittance date, a lender may expect additional equity before drawdown, or a Board of Investment condition may depend on a particular capital level.
If the notice has to be reissued, the entire sequence can move.
That is why the meeting notice should be treated as part of the capital-increase closing mechanics, not as an administrative document produced after the financing timetable is fixed.
Typical Scenario
A company plans to increase registered capital and asks investors to remit funds shortly after shareholder approval.
Management prepares a meeting notice based on a previous company template. The template still assumes newspaper publication and a particular delivery method.
The company’s Articles of Association contain their own notice provisions.
Management asks:
“Can we use the old template and keep the funding date?”
Only after the legal notice requirements and the company’s own Articles have been reconciled.
Practical Analysis
01Confirm that the proposed action actually requires a special resolution.
Section 1220 of the Civil and Commercial Code provides that a Thai private company may increase its capital by issuing new shares through a special resolution of the shareholders.
That matters because the special-resolution notice period is longer than the ordinary meeting notice period.
02Apply the current notice rule, not an old template.
Section 1175 was amended with effect from 7 February 2023. The Department of Business Development (DBD) has expressly explained that a private company with only named shares no longer needs newspaper publication merely because it is calling a general meeting.
The company must still send the notice by registered post with acknowledgement of receipt to the shareholders shown in its register. For a meeting considering a special resolution, the notice must be given at least 14 days before the meeting.
03Check the Articles of Association separately.
The statutory relaxation does not mean every company can delete publication from its process.
If the registered Articles still require newspaper publication or another additional formality, the company should analyse and comply with the operative constitutional provision rather than rely only on the statutory minimum.
04Make the notice describe the capital increase clearly.
The notice should identify the business to be considered. For a special resolution, it should also state the substance of the resolution proposed.
The commercial team should therefore settle the key capital terms before the notice is sent: amount of increase, number and class of new shares, nominal value and the intended allocation route.
05Build the funding timetable after the meeting timetable.
Once the notice date and meeting date are legally workable, the company can sequence subscription, remittance, bank evidence and DBD registration.
What We Usually Look At
We review the registered Articles of Association, shareholder register, proposed resolution, existing and increased capital, share class, notice method, dispatch evidence, publication requirement if any, meeting date and the linked remittance and registration timetable.
Common Traps
Common mistakes are using a pre-2023 meeting template, assuming newspaper publication is always required, assuming it is never required, sending the notice before the capital terms are settled and using the statutory minimum without checking the Articles.
Practical Next Step
Before issuing the notice, prepare one sequence:
capital terms → Articles check → notice method → 14-day special-resolution period → meeting → subscription → payment → bank evidence → DBD filing
The funding date should follow that sequence, not drive it.
Legal Sources
- Thai Civil and Commercial Code, sections 1175 and 1220.
- Act Amending the Civil and Commercial Code (No. 23) B.E. 2565 (2022), which amended the private-company meeting notice regime.
- Department of Business Development, Explanation on the procedure for sending notice of a limited-company general meeting under amended section 1175, January 2023.
- Department of Business Development, current registration guidance for a limited-company capital increase.
General legal information only. Please seek advice on your specific facts. Laws and regulatory practice may change.