Corporate Secretarial · Scenario S.8
Reduce Your Thai Company's Registered Capital
A capital reduction in Thailand is not a fast process — and it is not meant to be. The Civil and Commercial Code requires a statutory creditor protection period: the company must publish a newspaper notice, notify known creditors directly, and wait for the objection window to close before the MOA amendment can be filed with the DBD. The 30–45 working day timeline is driven by that mandatory sequence, not by administrative delay. UnionSPACE manages every step — reduction method assessment, special shareholder resolution, statutory notice, and DBD filing — so the process is correctly structured from the outset.
Why Capital Reduction Requires a Creditor Protection Window — Not Just a Resolution
Registered capital is the amount that creditors and counterparties rely upon as a measure of the company's financial commitment. When a company reduces its capital, it is reducing a figure that third parties may have used to assess creditworthiness, grant trade credit, or approve licences. Thai law protects creditors against this by requiring a mandatory notice process before the reduction takes effect.
The company must publish a notice of the proposed reduction in a local Thai-language newspaper and notify each known creditor directly. Creditors then have a period within which to raise a formal objection. The capital reduction cannot be finalised — and the MOA amendment cannot be filed with the DBD — until the creditor notice window has closed without an unresolved objection.
This is not a procedural inconvenience that can be shortened or skipped. A capital reduction completed without the statutory notice is invalid. UnionSPACE reviews the creditor position before the notice is published, manages the statutory sequence correctly, and files the MOA amendment with the DBD once the window has closed — completing the full process within 30–45 working days.
How Much Does a Capital Reduction Cost in Thailand?
Capital Reduction
Fee Breakdown
All-inclusive corporate secretarial fee. No hidden charges.
Information & Document Verification
Reduction method assessment, creditor position review, and licence impact check
THB 2,000
Shareholder Resolution & MOA Amendment
Special shareholder resolution and MOA Clause 5 amendment — registered capital reduction
THB 4,500
Printing & Disbursements
Document production and incidentals
THB 500
Statutory Newspaper Notice
Creditor protection publication — booking, submission, and proof of publication
THB 2,500
DBD Filing & Follow-Up
Bor Or Jor 3 submission after creditor window closes, officer liaison, and updated affidavit
THB 4,500
Total Fee. Everything included.
Capital Reduction — Standard Package
Reduction assessment through updated affidavit — 30–45 working days
Total fee
THB 14,000
Increasing capital instead?
No creditor notice required — faster and simpler process
See also
Increase Capital
Government fees for the DBD filing and additional affidavit pages are charged at cost. Creditor notification costs (postal, courier) where direct notices are sent are at cost. Prices shown in Thai Baht (THB) and exclude VAT.
Get Started Talk to UsThe 30–45 working day timeline is driven by the mandatory creditor protection window — not by administrative processing. Engage us before fixing a timeline for any downstream transaction or restructuring that depends on the capital reduction being completed. We will confirm the realistic end date based on the statutory sequence before any document is prepared.
What Is Included in the Capital Reduction Package?
From reduction assessment through creditor notice to updated affidavit
Standard Package
Registered Capital ReductionFixed fee THB 14,000 |
|---|
| Capital reduction method assessment (par value reduction vs share cancellation) | |
| Creditor position review and objection risk assessment | |
| Licence and regulatory approval impact review | |
| Foreign Business Act position review (where applicable) | |
| Special shareholder resolution drafting — capital reduction approval | |
| MOA Clause 5 amendment drafting — new registered capital | |
| Shareholder execution coordination | |
| Statutory newspaper notice — booking, submission, and proof of publication | |
| Direct creditor notification coordination (where applicable) | |
| Creditor objection period monitoring | |
| DBD Bor Or Jor 3 filing and officer liaison | |
| DBD acknowledgement receipt | |
| Updated company affidavit — digital delivery | |
| Creditor objection resolution (where an objection is raised) | Additional scope |
Prices are fixed and transparent. Shown in Thai Baht (THB) and exclude VAT. Government fees, creditor notification costs, and any additional scope arising from creditor objections are separate.
Three Things to Review Before a Capital Reduction Proceeds
We assess each of these before any document is prepared
Creditor Position
If the company has creditors — bank loans, trade payables, or any third party whose claim could be affected by the reduction — their objection risk must be assessed before the statutory notice is published. A creditor who objects and whose objection is not resolved can stall the entire process. We review the creditor position and advise on whether any creditor needs to be engaged before the notice is issued, rather than discovering this problem mid-process.
Licences and Approvals
Some business licences, BOI promotion certificates, and work permit quotas specify a minimum registered capital as a condition of the approval. A capital reduction that falls below a required minimum will trigger a review of the affected approval — which may need to be renegotiated or reapplied for. We identify any capital-dependent conditions before the reduction target is set and advise on whether the proposed amount is achievable without triggering a loss of approval.
Reduction Method
Capital can be reduced by lowering the par value of all existing shares (proportional reduction, no change to shareholding percentages) or by cancelling some shares (which may change relative ownership unless all shareholders cancel proportionally). The method chosen affects the share register, the shareholders' tax position, the accounting treatment of the reduction, and the shareholder approval requirements. We confirm the appropriate method before any resolution is drafted.
From reduction assessment through creditor window to updated affidavit
How We Manage a Capital Reduction in Thailand
Reduction Assessment & Resolution Drafting
We review the proposed reduction: the current registered capital, the target amount, the proposed method (par value reduction or share cancellation), and any conditions — licences, BOI approvals, or creditor agreements — that reference the current capital level. We confirm the special resolution threshold required for the MOA amendment and draft both the shareholder resolution and the MOA Clause 5 amendment for review before shareholder execution is coordinated.
The resolution and the MOA amendment must be consistent in their description of the new registered capital and the reduction method. Inconsistencies between the documents, or between the documents and the statutory notice, cause the DBD to return the filing for correction — adding weeks to an already extended timeline.
Statutory Creditor Notice
Once the shareholder resolution is executed, we arrange the statutory notice in a local Thai-language newspaper — announcing the proposed capital reduction and inviting creditors to raise objections within the prescribed period. Where the company has known creditors, we coordinate direct notification to each one as required by the Civil and Commercial Code. The notice publication and the direct notifications must be sent within the prescribed timeframe from the date the resolution is passed.
The newspaper notice is not a DBD administrative formality — it is a statutory creditor protection requirement under the Civil and Commercial Code. A capital reduction completed without the correct notice is invalid as a matter of law, regardless of whether any creditor was actually affected. We manage the notice process to ensure it is correctly timed and properly executed.
Creditor Objection Period Monitoring
After the notice is published, we monitor the creditor objection period — the window during which creditors may raise a formal objection to the reduction. We advise immediately if any objection is received and discuss the available responses: settling the relevant debt, providing security to the creditor, or negotiating a withdrawal of the objection. The DBD filing cannot proceed until this period has closed without an unresolved objection.
In most cases where the company has been properly prepared — no unresolved creditor disputes, all known creditor notifications sent — the objection period closes without incident. The preparation work in Stage 1 is specifically designed to identify and address any creditor risk before the notice is published, not after an objection has been received.
DBD Bor Or Jor 3 Filing & Updated Affidavit Delivery
Once the creditor objection period has closed without unresolved objection, we submit the MOA amendment (Bor Or Jor 3) and the full supporting package — shareholder resolution, newspaper notice evidence, and creditor notification records — to the DBD. We manage all officer liaison and collect the updated company affidavit once the filing is accepted.
The updated affidavit reflecting the reduced registered capital is the operative document for all external purposes from the date of issuance. Banks, counterparties, and government agencies will see the new capital figure on any affidavit check from this point forward. We deliver the affidavit digitally on the day of issuance.
- Assessment, drafting, and shareholder execution: within first 2 weeks.
- Statutory notice publication and creditor window: drives the 30–45 working day total.
- DBD filing and affidavit: within 1–2 weeks after the creditor window closes.
Frequently Asked Questions — Capital Reduction in Thailand
Answers to the questions we are asked most often
The timeline is driven by the mandatory statutory creditor protection window. Thai law requires the company to publish a notice of the proposed reduction and notify known creditors, then wait for the objection period to close before the MOA amendment can be filed with the DBD. This cannot be shortened or bypassed — a capital reduction completed without the correct statutory notice is invalid. The preparation and DBD filing stages take a fraction of the total time; the notice window is what determines the overall timeline.
A capital reduction amends the MOA, which requires a special resolution — a three-quarters majority of votes cast at a meeting at which at least half of the total issued shares are represented. An ordinary resolution is not sufficient. We confirm the shareholding structure and the feasibility of achieving the required threshold before the meeting is convened.
A creditor cannot simply veto the reduction, but they can raise a formal objection during the statutory notice period. If an objection is not resolved — by settling the debt, providing security, or negotiating with the creditor — the reduction cannot proceed. This is why the creditor position must be assessed before the notice is published. An unresolved creditor objection stalls the process entirely and may require the company to withdraw and restart the notice procedure.
Thai law does not prescribe a general statutory minimum for a private limited company. However, some licences, BOI promotions, and regulatory approvals specify a minimum capital requirement. Work permits may also reference capital per foreign employee. A reduction below any such condition-linked threshold can affect the validity of the approval. We identify capital-dependent conditions before the reduction target is confirmed.
Capital can be reduced by reducing the par value of all existing shares — proportional and straightforward, no change to ownership percentages — or by cancelling some shares. Share cancellation may alter relative ownership percentages unless all shareholders cancel in proportion. The method also affects accounting treatment, shareholder tax positions, and the share register. We review the appropriate method with the company before any resolution is drafted.
An increase in registered capital does not require a creditor notice period — it adds to the capital available to creditors rather than reducing it. An increase requires a shareholder resolution and DBD filing and typically takes 10–15 working days. A reduction is more complex because it potentially diminishes the capital creditors relied upon, triggering the statutory protection process. The 30–45 working day timeline for a reduction reflects this mandatory additional layer.
Related Corporate Secretarial Services
Increase Registered Capital
No creditor notice required — shareholder resolution, MOA amendment & DBD filing. Contact Us
Transfer Shares Between Existing Shareholders
Where capital reduction is combined with a shareholding restructure. THB 24,000
Change Company Objectives
MOA amendment — often combined with a capital restructure. THB 9,000
AGM + Minutes + DBD Filing
Capital reduction resolutions can be combined with the annual AGM documentation. Contact Us
Apply for Credit Facility / Loan
Board resolutions and bank submission pack following a capital restructure. Contact Us
Accounting & Tax Reporting
Accounting treatment of the capital reduction — financial statements and tax filing. From THB 8,500/month
The Creditor Window Cannot Be Shortened — Plan Accordingly
A Capital Reduction Without the Statutory Notice — Is Invalid
There is no shortcut to a capital reduction in Thailand. The creditor protection window is a legal requirement, not an administrative formality. The preparation — assessing creditor risk and licence conditions before the notice is published — is what makes the difference between a process that completes cleanly and one that stalls mid-notice period.
THB 14,000 — all-inclusive. Reduction assessment, notice, MOA amendment & DBD filing. 30–45 working days.
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29, Sukhumvit Soi 39, Phrom Phong, 10110, Bangkok
sales@unionspace.com
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