UNIFICATION OF THAI COMPANY LAW INTO A SINGLE COMPANY ACT B.E. ….

Abstract

          This academic article aims to examine the historical development and current structure of Thai company law by analyzing two primary corporate forms: private limited companies and public limited companies. It explores the possibility and feasibility of consolidating Thai company law into a single codified legal framework. At present, company law in Thailand is fragmented across multiple legal instruments, including the Civil and Commercial Code (Book III, Title XXII: Partnerships and Companies), the Public Limited Companies Act B.E. 2535 (1992), and a draft Sole Proprietorship Bill, which may be reintroduced for parliamentary consideration. This study assesses the legal implications, structural consistency, and practical feasibility of merging these sources into one unified statute. To contextualize the proposal, the article examines the company law models of three jurisdictions: the United States and the United Kingdom, both representatives of the common law tradition, and Japan, a prominent example of the civil law system. The comparative analysis focuses on legislative design, codification style, and the conceptual foundations of corporate law within each system. Notably, both the U.K. Companies Act and Japanese company law have undergone modern reforms to achieve greater legal coherence and efficiency. These models provide valuable reference points for possible reform of Thai company law.

         The study finds that discussions on the unification of company law in Thailand date back to 1973, when there was an effort to revise the Civil and Commercial Code to distinguish clearly between private and public companies. However, due to technical legal reasons and political considerations, public limited companies were instead regulated under a separate statute—the Public Limited Companies Act B.E. 2521 (1978), which was later replaced by the current 1992 version. Based on the comparative study and historical review, this article concludes by recommending the development of a comprehensive and unified Company Act. Such a reform would not only enhance legal certainty and administrative efficiency but also align Thai corporate regulation with international legislative trends.