THAILAND Law and Practice Contributed by: Olaf Duensing, Jerrold Kippen and Weeraya Kippen, Duensing Kippen, Ltd.
entities for investors are private and public com - panies limited. Furthermore, listed property funds and REITs are used for investment purposes. 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity A private limited company is required to maintain at least two shareholders at all times. The com - pany must be managed by one or more direc - tors, all of whom must be natural persons. The directors are not required to be shareholders of the company. Public Limited Company A public company limited is required to maintain at least 15 shareholders at all times. There is no minimum capital requirement. At least five direc - tors must manage the company and at least 50% of such directors are required to reside in Thailand. Limited Partnership A limited partnership has two different kinds of partner subject to different liabilities: • one or more partners are liable only to the amount they contributed to the partnership; or • one or more partners are jointly and unlimit - edly liable for all obligations of the partner - ship. Registered Partnership In a registered partnership the individual part - ners are jointly and unlimitedly liable for the obligations of the partnership; the partnership is established through a contribution of money, other properties or service to the partnership by the partners; and the share of each partner in the
profits and losses is determined by the amount of such contribution. Property Fund A property fund is established in the form of a juristic person listed on the stock exchange of Thailand. A property fund is established in order to collect funds from investors and use these funds to invest in real estate. The return of the fund’s investment is generally in the form of regular income through rent. The property fund is required to hold at least 75% of its net asset value in real estate or the leasehold rights of real estate, which must be located in Thailand and be at least 80% constructed. 5.3 REITs A REIT takes the form of a trust and does not have juristic person status but is also listed on the stock exchange of Thailand. A REIT can also invest in real estate located abroad and can develop real estate projects. 5.4 Minimum Capital Requirement The minimum registered capital for a private company limited is THB10. There is no minimum capital requirement for a public company limited, limited partnership and registered ordinary partnership. Property funds in Thailand are required to be closed-end funds with a minimum capital of THB500 million. A REIT must also invest at least THB500 million in real estate assets. 5.5 Applicable Governance Requirements The following governance requirements apply to each type of entity:
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