A registered capital increase in Thailand is the corporate step by which a limited company issues new shares and records a higher registered capital. Sections 1220 to 1228 of the Civil and Commercial Code (CCC) govern it. The shareholders must pass a special resolution, the company must offer the new shares to the existing shareholders, and the company must register the resolution with the Department of Business Development (DBD). Overall, this guide sets out what each provision says and where the Foreign Business Act connects to it.
Status: in force. The CCC provisions below were compared with the Thai text on 6 October 2026. This article gives general information and is not legal advice.
What does a registered capital increase in Thailand require?
First, a limited company increases its capital by issuing new shares. Section 1220 requires a special resolution of the shareholders’ meeting for that step. Section 1194 defines a special resolution as a majority of not less than three-quarters of the votes of the shareholders present and entitled to vote.
Notably, the three-quarters test runs against the votes present, not against all issued shares. Attendance consequently affects the outcome of a registered capital increase in Thailand.
| Section | What it provides |
|---|---|
| 1220 | A limited company may increase its capital by issuing new shares, by special resolution of the shareholders’ meeting. |
| 1194 | A special resolution needs a majority of not less than three-quarters of the votes of the shareholders present and entitled to vote. |
| 1222 | New shares must be offered to the shareholders in proportion to the shares they hold. |
| 1221 | New shares may not be allotted as fully or partly paid-up otherwise than in money, except in execution of a special resolution. |
| 1119 | Every share must be paid up in full in money, and a shareholder may not set off a debt that the company owes. |
| 1228 | The special resolution authorising the increase must be registered within fourteen days after its date. |
Who receives the first offer of the new shares?
Section 1222 requires the company to offer all new shares to the existing shareholders in proportion to the shares each one holds. Specifically, the company makes the offer in writing, states how many shares that shareholder may take, and sets a deadline for acceptance. As a result, existing shareholders hold a statutory first right over the new issue.
How are the new shares paid for?
Next, section 1119 requires every share to be paid up in full in money and does not allow a shareholder to set off a debt that the company owes. However, section 1221 creates the exception: new shares may be allotted as paid-up otherwise than in money only in execution of a special resolution. Where a shareholder lends to the company instead, interest on the loan is limited by the interest rate cap in Thailand. A contribution in kind therefore needs the same three-quarters vote.
How is a registered capital increase in Thailand registered with the DBD?
In addition, section 1228 requires the company to register the special resolution within fourteen days after its date. The DBD manual on registering a capital-increase resolution states the same fourteen-day period. Likewise, it lists forms บอจ.1 and บอจ.4 among the required documents.
| Item | What the source states | Source |
|---|---|---|
| Meeting notice | Not less than 14 days before the meeting, or as the articles of the company provide | DBD manual |
| Resolution | Special resolution of not less than three-quarters | Section 1194; DBD manual |
| Registration period | Within 14 days of the date of the resolution | Section 1228; DBD manual |
| Forms | บอจ.1 and บอจ.4 | DBD manual |
However, the sources leave one point open. Section 1222 requires an offer to the existing shareholders, and section 1228 starts a fourteen-day period on the date of the resolution, but neither provision states how the offer fits inside that period. Therefore, confirm the sequence with the DBD registrar before the company calls the meeting.
How does the Foreign Business Act apply to a registered capital increase?
In particular, section 4 of the Foreign Business Act B.E. 2542 treats a Thai juristic person as a foreigner where foreign persons hold half or more of its capital. A registered capital increase changes the capital on which that test runs, so the foreign share of the enlarged capital needs a check.
However, the sources found do not address capital increases specifically; the point follows from the text of section 4. In addition, section 4 contains further tests, which our Foreign Business Act guide sets out.
Frequently asked questions
What majority does a registered capital increase in Thailand need?
Must the new shares go to existing shareholders first?
Can a shareholder pay for new shares with an asset or by setting off a loan?
How long does the company have to register the resolution?
Conclusion
A registered capital increase in Thailand rests on five provisions: the special resolution in sections 1220 and 1194, the offer to existing shareholders in section 1222, payment in money under sections 1119 and 1221, registration within fourteen days under section 1228, and the foreign-capital test in section 4 of the Foreign Business Act. Finally, each provision can be checked against the Thai text in the Office of the Council of State law database. In addition, our company registration, share transfer, shareholder agreement and corporate secretarial pages cover the surrounding corporate steps.
Arrange a consultation
Speak with our partner about a registered capital increase involving foreign shareholders.