Define Thai Memorandum of Association

The memorandum of association of a Thai company limited or simply memorandum forms part of the limited company’s formation documents. Opposite to the 'articles of association' it basically governs the relationship between the company limited and the outside world. It's one of the first constitutional documents of a company limited in Thailand containing fundamentals such as the approved company name, the number of objectives, shareholders, subscription to and original share capital. The company formation documents of a Thai company are in Thai script only.

In the case of a company limited by shares or by guarantee and having a share capital, the fixed amount of a company’s capital cannot be altered except by an alteration of the memorandum of association in one of the methods authorized by the Civil and Commercial Code.

This translation of the memorandum or in Thailand the form Bor.Or.Jor.2 is made by Siam Expat Law a company limited inThailand offering traditional and online legal services.  

Form Bor. Or. Jor. 2

MEMORANDUM OF ASSOCIATION

OF

………………………………… COMPANY LIMITED

Registration No…………………………..

The details of the Memorandum of Association are as follows:

1. The name of the Company is “………………………………………………………………… " Company Limited” Roman alphabet……………… ……………… …………………… ……… ……………………… ……………………
2. The registered office of the Company will be located at ………………………………………………… Province.
3. The Company’s objective has …………. objects as appeared in form Wor. attached.
4. The liabilities of the shareholders are limited to the amount unpaid on the shares in the capital of the Company held by them.
5. The capital of the Company is fixed at Baht ………………… (…………………) divided into………………… shares (…………………) each of the nominal (par) value of Baht………………… (…………………)
6. The names, addresses, occupation, signature and amount of shares hold of the promoters of the Company, totaling ………………..persons are listed as below:
(1) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(2) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(3) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(4) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(5) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(6) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……
(7) …………………………Occupation: ……………………………Age: ………………years; Residing at ……………Moo. ..… Road…….……Sub-district……………District……………
Province………………..has subscribed …………share (Signed) ………………………..……

(………………………..……)

Page…………of total…………………pages                                (Signed) ……………………Registrar
Document supporting Application No………                               (……………………)

[Translation page 2]

Form Bor. Or. Jor. 2

I, ………………………………………………………………………………Age………………Years

Holding ID card No.
Other (please specify)………………………………………….………..No…………………………

Residing at…………………..Moo……… Road……………….. Sub-district…………………………. District……………………………………..………..Province…………………………………………..

I, ………………………………………………………………………………Age………………Years

Holding ID card No.
Other (please specify)………………………………………….………..No…………………………

Residing at…………………..Moo……… Road……………….. Sub-district…………………………. District……………………………………..………..Province…………………………………………..

Hereby certify that all promoters signed in my presence

This Memorandum is made on ………………………………… and all promoters agrees to cancel this memorandum, if it is not registered within 10 years from the registration date of this Memorandum

(Signed) ………………………..……Promoter who applied for the registration
(………………………..……)

Page…………of total…………………pages                                                   (Signed) ……………………Registrar
Document supporting Application No………                                                 (……………………)
 

1       The name of the company is (name) Co., Ltd.
 
2       The registered office of the company is to be situated in Thailand.
 
3       The objects for which the company is established are:
 
3.1     to carry on business as a general commercial company and without limitation to [acquire and] carry on the business of [manufacturers of and dealers in] (specify);
 
3.2    to design, manufacture and deal in any materials, articles or components, and to provide any services, which may be required for the purposes of a business of the above description, or which may be conveniently or advantageously made or supplied in connection with it;
 
3.3    to provide administrative, financial and other services and facilities for any company in which this company is interested, or for any other persons;
 
3.4    to sell or dispose of the undertaking or any property or assets of the company for such consideration as may be thought fit, including the share or loan capital or other obligations of any body corporate;
 
3.5    to guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company or by both such methods, the performance of the contracts or obligations and the repayment or payment of the principal and premium of and interest and dividends on any securities or obligations of any company whether having objects or engaged or intending to engage in business similar to those of the company or not, notwithstanding the fact that the company may not receive any consideration or advantage, direct or indirect, from entering into any such guarantee or other arrangement or transaction contemplated herein;
 
 
3.6    to do all or any of the above things either alone or as a member of a partnership, trading group or consortium, and in any part of the world;
 
 
3.7    to carry on any other activity and do anything of any nature which may seem to the directors capable of being conveniently carried on or done by the company in connection with the above, or may seem to the directors calculated directly or indirectly to benefit the company;
 
 
3.8    the objectives specified in each sub-clause of this clause shall, unless otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other sub-clause or the order in which such objects are stated or the name of the company or the nature of any business carried on by the company, but shall be construed in as wide a sense as if each of the said sub-clauses defined the objects of a separate and independent company.
 
4       The liability of the members is limited to the amount (if any) for the time being unpaid on the shares held by them respectively.
 
5       The share capital of the company is THB... divided into (number) shares of (amount) each.

We, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this memorandum; and we agree to take the number of shares specified opposite our respective names.
           
Names and addresses of subscribers      Number of shares taken by each subscriber 

1      AB (subscriber) of (address)       
2      CD (subscriber) of (address)       
 
Total shares taken     

(signatures of subscribers)

(date)

Witness to the above signatures:

(signature and address of witness)