In today’s dynamic business world, the success of corporate governance largely depends on fulfilling a multitude of secretarial works, legal necessities, and constitutional compliances. No matter it is a small business set up or a large business corporation, corporate secretarial services are essential for the success and existence of a business.

Corporate secretarial services are simply services undertaken in order to comply with the regulatory requirements put forward by a company’s registered jurisdictions. These services are usually carried out by reputable law firms.

In the Kingdom of Thailand, corporate secretarial services are primarily offered in connection with the formation and registration of new company, Thai limited partnership, and procedures for filing in order to qualify for protection under the Treaty of Amity and Economic Relations between the United States and the Kingdom of Thailand.

However, in most cases, these services are categorized into: basic services, services in connection with attending of meetings on behalf of clients, and complex projects. Basic secretarial services consist of maintenance of statutory books, filing of returns, and provision of company secretary. Among the complex corporate secretarial projects are procedures in connections with the purchase of shares, restructuring of company, modeling of financial statements, implementation of management systems and control, and registering and reregistering of companies.

Depending upon the unique requirements of corporate clients, services offered in connection with corporate secretarial vary from firms to firms. As mentioned earlier, corporate services consists of establishment of business structure in Thailand, providing advice on foreign investment rules, providing advice on exchange control, maintenance of statutory records and company filings, processing and monitoring trade documentation, and providing advice on international trade as well as trade finance. In some instances, corporate secretarial services in the Kingdom of Thailand include:

- Providing facilities in order to keep and maintain company books and company seals

- Arrangement for the provision of nominee directors

- Proper maintenance and revision of company statutory registers and minute books

- Organizing as well as attending of meetings of directors

- Preparation of resolutions for the purpose of meetings of directors and shareholders

- Preparation of minutes for annual general meetings and extraordinary general meetings

Some legal firms provide such services as:

- Local advertising

- Establishing as well as maintaining directors’, shareholders’, and officers’ registers

- Arrangement for banking relationships and maintenance of bank accounts

- Filing statutory records with the government authorities of the Kingdom of Thailand

- Liaising with auditors, brokers, legal advisors, accountants, custodians, and shareholders

- Filing of annual returns

- Ensuring efficiency of corporate firms through maintenance of separate fax, telephone, and other electronic services for the company

Different types of corporate secretarial services also cover providing guidance as well as practical support to directors, communicating with shareholders in order to ensure that due regard is paid to their interest, providing assistance and advice for establishing corporate actions such as bonus issues and script issues, and ensuring that all of the company’s activities including holding of shareholders’ meetings, issuance of notice, maintenance of statutory records, dividend payments and corporate governance, are carried out in accordance with the requirements of Companies Act and Regulatory authorities. Above all, corporate secretarial services also consist of preparation of share certificates and registers and company searches.

Corporate secretarial services rendered by reputable law firms provide a host of benefits to corporate clients. One of the key benefits is that it allows you to focus on your core business activities. Another advantage is that these services undertaken by good service providers ensure that all the activities with regard to company is carried out and maintained in good standing.

Thailand has a plethora of law firms to render the best in corporate secretarial services. But, it is important that you should make a thorough investigation with regard to the professionalism as well as the way they render the corporate secretarial services, prior to approaching a law firm in Thailand. It must also be checked whether the attorneys are licensed by the Law Society of Thailand.

Many of the reputable law firms assist and guide their clients through the business and legal environment. Some of them even address prospective issues that a new investor may encounter. There are also some reputable law firms in Thailand that render a range of management functions to its corporate clients, such as, accounting, banking, and invoicing services, apart from corporate secretarial services.

The banking industry in Thailand forms an essential segment of the nation’s financial services industry. In other words, banking sector in Thailand is well-established. The history of Thai banking dates back to 1865, when the Hong Kong and Shanghai Bank appointed its agents in Bangkok. Accordingly, the HSBC established a branch in Bangkok, thereby becoming the first bank to open a branch in the country.

Following the establishment of HSBC branch, many European as well as business banks opened their branches. As a result, foreign banks became the dominant players in the nation’s banking industry. In order to counter the supremacy of foreign banks, Siam Commercial Bank – the first Thai bank – was established in 1906. Later, more Thai banks were opened to trade with Asian countries, as a result of the Second World War, when majority of the foreign banks were forced closed.

After the world war, the Thai government introduced a protective policy in order to promote the growth of Thai banks in the country, which included limiting the operation of foreign banks to one branch office. As a result, foreign banks became less dominant players in the banking sector of Thailand. Since 1960, many innovative economic as well as social development plans have been introduced in the country, which in turn has led to rapid expansion of banking sector in Thailand’s provinces, resulting in banks numbering more than 3000 throughout the country.

Thailand’s modern banking system is made up of a variety of financial institutions including commercial banks, special purposes bank, and Government Savings Bank. Commercial banks are perhaps the most popular among the banks in Thailand. Commercial banks include both local and foreign banking institutions.

Being the biggest financial institutions in the country, Thai commercial banks render an array of services including acceptance of time savings as well as demand deposits, lending money via overdrafts, discounting of bills, and leasing. Their activities also cover fee-based services like custodian services, syndication of loans, feasibility studies, and consultations for mergers as well as acquisitions. Apart from these, in some instances, these banks issue negotiable instruments of deposit, apart from underwriting and issuing of debt instruments.

Commercial banks in Thailand, consisting of branches as well as representative offices of foreign banks, are functioned in accordance with the Thai laws and regulations formulated by the Ministry of Finance (MOF) and the Bank of Thailand (BOI.) Formed in 1875 by the Ministry of Thailand, the Ministry of Finance initially acted as an agency of the government to administer national finance, collect revenues, and disburse royal funds.

In 1933, it got its present name and status as a result of the passing of the Civil Service Reform Act. With eight departments and 16 state enterprises under its control, MOF’s major duties include supervision of matters in connection with operations of Government monopolies, property, and treasury. Additionally, it has power to provide loan guarantees for financial institutions, government agencies, and state enterprises.

Bank of Thailand started its operation in accordance with the formulation of the Bank of Thailand Act, on April 28, 1942. Among its duties are devising of monetary policy and supervision of financial institutions.

Now we will discuss banking regulation with regard to bank licensing. As per the Commercial Bank Act, first of all an application, containing particulars as entailed by the Ministry, must be filed with the Ministry of Finance in order to set up a commercial bank in Thailand. On the approval as well as the obtaining of a license from the Ministry, a commercial bank is opened as a limited public company.

However, a foreign bank has to comply with regulations formulated by the Thai government in order to open a branch in the country, such as the money should be brought from its head office. When comes to investment, Thai government permits foreign banks to hold 100% shareholding for up to a period of 10 years. After a period of 10 years, they are not required to divest their shares. But, in case, if they hold more than 49 percent of shares sold, they are not allowed to acquire additional shares.

In addition, the Commercial Banking Act has put forward certain laws and regulations for the maintenance of capital funds and reserves. As such, the commercial banks are required to maintain certain amount and types of the assets in the country.

Special purposes banks are state-owned financial institution whose activities are administered by the Thai government. However, they deal with only specific clients or projects. Included in the special purpose banks are the Bank for Agriculture and Agricultural Cooperatives, the Government Housing Bank, and the Government Savings Bank. When comes to the Government Savings Bank, it consists of an extensive network of branches throughout the nations.

Banking and financial sectors in Thailand are further categorized into: Asset Management Companies, Credit Froncier Companies, Finance and Securities Companies, and International Banking Facilities (IBF.)