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Corporate & Business Advisory

Corporate Governance

Directors, shareholders, and the meetings, resolutions and records the law requires — kept in order so a filing, an audit or a sale never stalls on missing paperwork.

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Tell us the situation and we will tell you what we think you should do — and what it will cost.

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Who this is for

  • Companies without an in-house company secretary
  • Directors unsure what their personal duties actually are
  • Foreign parents needing their Thai subsidiary to report properly
  • Companies preparing for an audit, investment or sale

What we handle

Scope of work

Board and shareholder meetings — notice, quorum, minutes and resolutions

The annual general meeting and the filings that follow it

Statutory registers — shareholders, directors and share certificates

Advice on directors’ duties, authority limits and personal exposure

Articles of association — reviewing and amending them to fit the company

Conflict-of-interest, related-party and delegation-of-authority policies

How it works

How we run the matter

  1. Review the articles, registers and the last few years of filings
  2. Identify the gaps and what must be corrected first
  3. Put the meeting and filing calendar in place
  4. Prepare notices, minutes and resolutions as matters arise
  5. Amend the articles or authority rules where they no longer fit
  6. Keep the records ready for the next audit, investor or buyer

Documents to prepare

  • Company affidavit, articles and memorandum
  • Shareholder and director registers
  • Minutes and resolutions from recent years
  • The most recent financial statements and annual filings
  • Any shareholder agreement in force

Common questions

Yes — the law does not scale its requirements to your headcount, and several routine acts (capital changes, objective amendments, some transfers) are only valid on a properly convened resolution. The cost of doing this correctly is small and annual; the cost of reconstructing three years of missing minutes during a due diligence is neither.
More than most directors expect. Beyond the duty to act honestly and within the company’s objectives, specific statutes attach personal liability to the responsible director for tax, labour and certain regulatory failures. Knowing which obligations sit on you personally — and documenting the decisions you took — is the practical protection.
Often, yes — a template says nothing about your quorum needs, deadlock, share-transfer restrictions or reserved matters, and a company only discovers the gap during a dispute or a deal. Amending the articles is straightforward while everyone agrees, and very difficult once they do not.
Through the instruments Thai law recognises: the articles, board composition, authorised-signatory rules, reserved-matter lists and a delegation-of-authority policy. Informal control that is not written into those places tends to evaporate exactly when it is needed — during a disagreement with a local director.
Yes — on a retainer covering the meeting calendar, minutes, registers and annual filings, so nothing depends on someone at the company remembering. FEE_STRUCTURE

Lawyers for this matter

Generation 1 Chanin Taongern

Founding Partner

Chanin Taongern

40+ years of courtroom and advisory experience

LitigationBusiness advisoryEmployment lawCivil and criminal matters
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Generation 2 Pongsanan Taongern

Partner

Pongsanan Taongern

Modern legal practice, business advisory and international client support

Corporate advisoryEmployment lawCross-border family lawInternational client servicesLegal workshops
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Related reading

Business, Corporate & Contracts 2026-08-066 min read

What a Thai shareholder agreement should cover

The company’s articles are public and limited. The terms that decide what happens when partners disagree belong somewhere else — and have to be agreed while everyone still gets along.

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