RESOURCES

Resources
NEWSLETTER
More Amendments to the Civil and Commercial Code Proposed

On 17th October 2017, the Cabinet approved drafts of amendments to the Civil and Commercial Code (the “CCC”) and the Act on Offences Related to Registered Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations (the “AOO”).  The drafts were proposed by the Ministry of Commerce.  The proposed drafts aim at facilitating registration and operation of startups.

The key proposed amendments are as follows:-

  1. A company can sell shares to the public pursuant to the applicable provisions of the securities and exchange law (the “SEC law”).

 

  1. A payment of the share subscription price can be set off against the company if a special resolution approving such payment is passed at a general meeting of its shareholders and if it is made in compliance with the SEC law or pursuant to a debt-equity conversion plan under the company debt restructuring.

 

  1. Preferential rights given to preference shares can be amended and preference shares can be converted to ordinary shares.

 

  1. A company can own its shares if the purchase of the shares is approved by a special resolution of its shareholders and is made in compliance with the SEC law.

 

  1. A company can offer its shares to its executives or employees as an ESOP (employee stock option plan) without first offering them to its existing shareholders.

 

  1. A company can issue debentures to the public pursuant to the SEC law.

 

  1. Offences and penalties in relation to conversion of preference shares to ordinary shares will be added to the AOO.

 

The proposed drafts will be sent to the Council of State for a review before they are sent to the National Legislation Assembly for further review and approval.


AUTHOR
LawPlus Ltd.
Unit 1401, 14th Floor, Abdulrahim Place 990 Rama IV Road, Bangkok 10500, Thailand
Tel: +662 636 0662
Fax: +662 636 0663
LawPlus Myanmar Ltd.
Room 517 Yangon International Hotel No. 330 Corner of Ahlone and Pyay Roads Dagon Township, Yangon, Myanmar
Tel: +95 (0)92 6111 7006
and +95 (0)92 6098 9752
 


The information provided in this article is general in nature and may not apply to any specific situation. Specific advice should be sought before taking any action based on the information provided. Under no circumstances shall LawPlus Ltd. or any of its directors, partners and lawyers be liable for any direct or indirect, incidental or consequential loss or damage that results from the use of or the reliance upon the information contained in this article. Copyright © 2016 LawPlus Ltd.