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5 July 2001

New Public Company Act takes Effect

The new Public Company Act took effect on 4 July 2001. The new Act is one of the promised revamps to the Thailand legal regime touted by Prime Minister Thaksin as a way to promote recovery of Thailand's wounded economy. The Act is intended to liberalize the public company law, promote investment, assist debt workouts and bring the stock market in line with modern international trends and practices.

Key features of the Act include the abolition of minimum par value for public company shares. Under the old Act, minimum par value was 5 baht per share. The new Act also contains provisions to assist creditor-debtor workouts by allowing debt to equity conversions. Under the old Act, public companies were forbidden from converting their debt into equity for the benefit of creditors. Under the present act a creditor may have his debt converted into equity of the debtor company, but only if the company increases its capital, offers additional shares and receives shareholder permission.

One of the antiquated provisions of the old Public Company law was the bar on "treasury shares" (company shares owned by the company itself). Presently, treasury shares are allowed under the new Act. However, treasury shares may be held by a company only temporarily and without any dividend or voting rights. Under the new Act, greater rights are given to dissenting shareholders to sell their shares back to the company.

Other changes include the granting of different voting rights for preferential and common shares. Under the old Act it was one share one vote for both preferential and common shares. Companies having a loss are permitted under the new Act to implement a share reduction and can reduce capital as well so long as it does not exceed 75% of the company capital. However, Companies showing losses over many years may reduce shares may reduce capital by greater than 75% so long as there is required shareholder approval. Required shareholder approval is 75% of those attending meeting and any resolution must be registered with 14 days after the resolution.


13 June 2001

The New Thailand Asset Management Corporation Law  

The Thailand Asset Management Corporation (TAMC) law became effective 9 June 2001. The purpose of the law, which was promulgated as an emergency decree, is to ameliorate the financial condition of the country in regard to massive amounts of non-performing loans held by local banks. The law was passed as an emergency decree. The law allows for the transfer of non-performing loans to the government controlled Thai Asset Management Corporation.

The background to the law is massive non performing loans that are believed to be jeopardizing the future of the nation's economy. The TAMC law aims to solve the problem by transferring assets consisting of low quality non performing loans from financial institutions and (regular) AMC's according to the procedure as specified in the TAMC law. The TAMC allows debtors who are unable to pay their debts to have said debts either reduced or cleared. The reduction of such non performing debts is intended to allow debtors to continue their businesses without harming the economic status of the financial institutions from which they were transferred.

The majority of the assets to be transferred to the TAMC will come from state-owned banks. Borrowers transferred from private banks must have a minimum of two creditors, total outstanding debt of at least five million baht and be classified as non-performing loans as of the end of 31 December.

Borrowers whose loans are currently in court can qualify for transfer only if the Court has not already ruled to accept a restructuring plan. However, if certain requirments are met, borrowers can independently petition to be placed under the TAMC. Almost 1.4 trillion baht in bad loans from local banks will be taken over by the new agency.

Under the new law, advisers and Plan administrators may have liability if restructuring plans were unsuccessful. Borrowers would also benefit from increased rights in developing and administering a restructuring plan.

The TAMC will have a maximum duration of 12 years. After two years, the finance minister must set up an assessment committee to oversee the agency's performance. After seven years, the agency will prepare to close and within ten years to formally close.


11 June 2001

BoI Liberalizes Rules for Business Locations

The Board of Investment (BOI) has relaxed its rules on business locations. Businesses that were previously required to locate in zones 2 or 3 can now locate in zone 3 provided that they export at least 80% of their total sales. Foreign investors will be allowed to own up to five rai of land for offices and up to 10 rai of land for executive residences or experts and up to 20 rai for workers residences. However, all land must be sold at the termination of the project.


7 June 2001

New Witness Protection Law 

The new Thailand Witness Protection bill has been drafted based on the United States The law has been drafted by the Justice Department and is being reviewed by the Council of State. The House of Parliament will review the draft law when it re-convenes.

The draft law allows for protection for up too 30 days. In special cases, protection would continue for up to two years along with various measures to allow for relocation, living allowances, job training, and potentially new identities.


25 May 2001

Court Implements High Pressure Sales Tactics

Court receivors, frustrated with the returns they are getting on auctions of foreclosed assets. The Legal Execution Department has stated that the value of foreclosed goods has deteriorated and been effected by downturns in market prices. As a result the Legal Execution Department is seeking to speed up the sale of seized assets. Other tools being used to assist in the accelerated sale of foreclosed items are the Internet, through the department's website ( and the use of festival like sales.


21 May 2001

New Logo Implemented in Battle Against Brandname Pirates

The Intellectual Property Department is in preparation to issue a logo that could be used only by approved brand name products as part of its efforts to combat piracy. The IP Department is currently working on the design of the logo with major consumer goods and software companies. The logo is intended to be owned by the Department and brand owners will be required to apply in order to use it.

The logo would be further guarantee against piracy because violators will be infringing directly against the authority of the DIP. It is expected that criminal sanctions will be taken more seriously. Under the current copyright legislation the maximum potential penalty violators face is a four year prison term and an 800,000 baht fine.


19 May 2001

New SET Requirements

The Board of Governors of the Stock Exchange of Thailand (SET) have eliminated a one-year extension period for listed companies which have failed to meet the listing requirements for the minimum number of free floating shares or minimum number of shareholders. The SET will however allow a grace period of less than a year for those listed firms that have not complied with all the requirements by the deadline. Listed companies failing to comply with the rules would result in the posting of an NP ("Notice Pending") sign and a suspension sign ("SP") before possible de-listing from the SET for non-compliance.

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