Short Answer
Do not choose the remittance date in isolation.
For a Thai private company, shareholder approval, the issue of new shares, payment, bank evidence and registration with the Department of Business Development (DBD) should be planned as one transaction sequence. If the investor is funding from overseas or within a narrow payment window, the timetable should be built backwards from the corporate approvals, evidence and filing steps that will actually be required.
Why This Matters
A capital increase often appears simple on a closing checklist:
approve → remit → register
In practice, each step creates evidence needed for the next one. A late shareholder meeting can delay the payment instruction. A late remittance can delay the bank confirmation. A late bank confirmation can delay the DBD filing.
That can then affect another transaction step such as a BOI condition, acquisition closing, lender requirement or shareholder-funding obligation.
The issue is therefore not merely when the investor can send the money. It is when the company will be legally and operationally ready to receive it as payment for the intended new shares.
Typical Scenario
A Thai company needs fresh equity. Its shareholders can remit only during a limited banking window, and another transaction step depends on the capital increase being registered shortly afterwards.
Management asks:
“When should we tell the investors to wire the money?”
The answer should come from the closing sequence, not from the investors’ preferred date alone.
Practical Analysis
01Confirm the corporate approval first.
A capital increase requires the appropriate shareholder resolution and amendment of the company’s registered capital. The meeting must be properly called and the resolution passed in accordance with Thai law and the company’s Articles of Association.
02Align the share subscription with the approved increase.
The payment instruction should correspond to the number of new shares, subscription price and shareholders entitled to take them up. Avoid asking investors to fund against a structure that is still changing.
03Know what bank evidence the filing will need.
In cases where current DBD requirements call for bank evidence of paid-up capital, the company should confirm what the bank will issue and how quickly. A generic account-balance letter is not necessarily the same as evidence that the specific capital contribution was received.
04Build the DBD filing date backwards.
The team should know the deadline for registering the special resolution and the practical time needed to obtain the bank document, signatures and complete filing package.
Where money is coming from overseas, the finance team should also preserve the remittance trail. The bank record should make it possible to connect the incoming funds to the subscribing investor and the particular capital increase. That evidence can matter beyond the DBD filing—for example in later BOI, banking, tax, audit or due-diligence work. A clean funding trail is therefore part of the transaction record, not just an administrative attachment.
A further transaction point is to keep the legal capital record and the banking record synchronized. If the investor sends funds in several tranches, uses more than one account or changes the subscribing entity, the company should be able to explain how each remittance relates to the approved share issue. That clean trail can matter later in audits, financing, BOI work or an eventual due-diligence review.
What We Usually Look At
We check the shareholder resolution, Articles of Association, allocation of new shares, subscription amount, remittance account, foreign-remittance evidence where relevant, bank confirmation requirements, the DBD registration package and any linked BOI, finance or transaction conditions.
Common Traps
Typical mistakes include wiring before the share allocation is settled, fixing the DBD filing date before confirming the bank-document timetable, confusing total paid-up capital with the amount paid in the current round, and overlooking company-specific notice requirements.
Practical Next Step
Prepare a one-page capital-increase sequence showing:
shareholder approval → share allocation → remittance → bank evidence → DBD filing
Add the responsible person and target date for each step. That is usually more useful than discussing the remittance date in isolation.
Legal Sources
- Thai Civil and Commercial Code, sections 1220–1222 on increases of registered capital and issue of new shares.
- Department of Business Development (DBD), current registration manual and guidance for registration of a private-company capital increase and evidence of paid-up capital where applicable.
- DBD Ruling No. พณ 0803/0589 dated 21 July 2004, applying sections 1222 and 1102 of the Civil and Commercial Code to newly issued shares.
General legal information only. Please seek advice on your specific facts. Laws and regulatory practice may change.