Articles of Association Drafting / Amendment

The Articles of Association are the company’s registered constitution. They set how the company is run, what each class of share can do and who can act for the company. A generic template often misses the provisions that shareholders later argue about, such as who can block a decision, how shares may be sold and what happens when directors disagree. We draft Articles around your actual commercial agreement.

Share rights: share classes, voting and dividend rights, pre-emption and restrictions on transfer.
Management: the number and powers of directors, quorum and voting, matters that need shareholder approval, and who may sign for the company.
Meetings: notice periods, quorum, proxies and the way resolutions are passed, so meetings are valid and decisions cannot be challenged on procedure.
Alignment: key terms agreed between shareholders should also appear in the Articles, so they bind the company and not only the individuals.
Amendment: a change needs a shareholders’ resolution and registration with the Department of Business Development. We prepare the resolution, the amended Articles and the filing.

Points to consider
The registered version must be in Thai, and we prepare a bilingual copy where foreign shareholders need one. Amendments to share rights or capital are checked against the foreign shareholding ratio first, because a change that looks minor can alter the status of the company under the Foreign Business Act. Where a joint venture or investment agreement exists, we compare it with the Articles line by line and align them.

How we help
We start by reading your existing Articles and any shareholders' or investment agreement. We then identify gaps and propose either a full redraft or a short amendment, depending on what the business needs. Send us the current Articles, the list of shareholders and directors, and a short description of what you want to change or protect.