Company Merger and
Amalgamation Registration
A company amalgamation (business merger) occurs when 2 or more limited companies combine into a single company by a special resolution of the shareholders. It can be carried out in 2 ways: amalgamating into a new company, or having one company survive and absorb the other companies. The amalgamated company takes over all the assets, debts, rights and duties of the original companies. Before registration, creditors must be notified and given 1 month in which to object. The amalgamation registration fee is 5,000 baht.
Content reviewed by Surapa Jamjang, Certified Public Accountant (CPA)
Last reviewed November 2026
Over 30 Years of Experience
More Than 700 Clients Served
Service fee starting at 60,000 baht
(excluding government fees)
Full support from the shareholders' meetings
and creditor notification through to registration
Many family business groups have more than one company in closely related businesses, which means separate bookkeeping, year-end closing and tax filing every year. An amalgamation leaves just one company without the need to dissolve a company and then transfer its assets one item at a time, but it involves several legally required steps and deadlines that must not be missed. Greenpro KSP provides company amalgamation registration services covering the entire process, from helping you choose the type of amalgamation, preparing the meeting notices and minutes, and notifying creditors and publishing the notice, to registering with the Department of Business Development (DBD) and notifying the Revenue Department after the amalgamation.
Two Approaches to Company Amalgamation
The current Civil and Commercial Code allows limited companies to choose between 2 types of amalgamation. Both types follow the same registration steps, but they differ in their effect on the registration number and on taxation.
| Type 1: Amalgamate into a New Company | Type 2: One Company Survives | |
|---|---|---|
|
Effect on the original companies |
All the amalgamating companies cease to exist, and a new company comes into being in their place |
One company survives, and the other companies cease to exist |
|
Juristic person registration number |
A new registration number is issued |
The surviving company’s existing registration number is used |
|
Capital of the amalgamated company |
No less than the combined share capital of the original companies |
No less than the combined share capital of the original companies |
|
The Revenue Department treats it as |
An amalgamation of limited companies; the new company files returns and pays tax in place of the original companies |
An entire business transfer (EBT) from the companies that cease to exist to the surviving company |
|
Suitable for |
Those who wish to begin afresh as a new juristic person (new registration number) with a new structure |
Those who wish to retain the main company’s registration number, bank accounts, licences and contracts |
In both types, the shareholders’ meeting may choose whether to use a new name or the existing name of one of the companies. The amalgamated company takes over all the assets, debts, rights, duties and liabilities of the original companies, and shares do not have to be allocated to the shareholders in their original proportions.
Who Should Amalgamate Their Companies?
- The same group of shareholders has several companies in similar businesses and wishes to reduce duplicated bookkeeping, year-end closing and tax filing
- You have bought shares in another company and wish to combine it with your main company so that only one company remains
- You wish to bring the assets and teams of several companies together in one place before seeking a joint-venture partner or expanding the business
How Does a Company Amalgamation Differ from Acquiring a Business?
An amalgamation combines juristic persons under the law, and the shareholders of the original companies receive shares in the amalgamated company. In an acquisition, the buyer pays money to buy shares or assets from the existing owner. If you are not yet sure whether to buy, sell or combine businesses, or by which method, please see M&A Advisory.
Company Amalgamation Registration Steps, Documents and Timeline
1.
Each company holds a shareholders’ meeting to pass a special resolution approving the amalgamation, which requires no less than 3/4 of the votes of the shareholders who attend the meeting and are entitled to vote
Statutory deadline: Send the notice of meeting to every shareholder no less than 14 days in advance (or as specified in the Articles of Association)
2.
Every company registers its special resolution, sends notices to its creditors by registered mail with return receipt, and publishes the resolution in a daily newspaper on at least 1 occasion
Statutory deadline: Within 14 days of the resolution date
3.
If any creditor objects, the company must pay the debt or provide security before the amalgamation can proceed
Statutory deadline: 1 month from the date of the newspaper notice or the date the creditors receive the notice (counting from the later date)
4.
The shareholders of all the companies meet jointly to determine the name, objectives, capital, share allocation, Memorandum of Association, Articles of Association, directors and auditor. The shareholders attending the meeting must together hold no less than half of all the shares of each company
Statutory deadline: Must be completed within 6 months of the date the last company passes its resolution; can be extended, but to no more than 1 year in total
5.
The directors of the original companies hand over the business, assets, accounts and documents to the directors of the amalgamated company
Statutory deadline: Within 7 days of the end of the joint meeting
6.
The directors of the amalgamated company file the registration, together with the Memorandum of Association and Articles of Association, with the Department of Business Development
Statutory deadline: Within 14 days of the end of the joint meeting
In general, the total working time is approximately 3 months, which already includes the statutory 1-month waiting period for creditor objections.
If Some Shareholders Disagree with the Amalgamation
If a shareholder who attended the meeting objects to the amalgamation, the company must procure a buyer for that shareholder’s shares at an agreed price. If a price cannot be agreed, it is determined by an appraiser. If the shareholder does not agree to sell within 14 days of receiving the purchase offer, the company may proceed with the amalgamation, and that shareholder becomes a shareholder of the amalgamated company.
- Registration of the special resolution (every company): registration application (Form B.O.J.1), special resolution particulars (Form B.O.J.4), and the limited company registration certification form
- Registration of the amalgamation: registration application (Form B.O.J.1), Memorandum of Association (Form B.O.J.2) with 200 baht stamp duty affixed, registration particulars (Form B.O.J.3), Form W. (objectives), Form K. (directors' details), and the limited company registration certification form
- List of shareholders (Form B.O.J.5) of the amalgamated company, and Form S.S.Ch.1 (National Statistical Office data form)
- Articles of Association of the amalgamated company with 200 baht stamp duty affixed (if any)
- Map of the head office (only if using a new location that is not the existing location of one of the companies)
- Supporting documents our team prepares for you: meeting notices, minutes of both rounds of meetings, notices to creditors and the newspaper notice
Registration is filed online with the Department of Business Development via the DBD Biz Regist system
Taxes and Obligations After the Amalgamation
If all the companies are limited companies incorporated under Thai law, the amalgamation brings several tax benefits, but there are conditions that must be fully met.
- Corporate income tax: the revalued price of assets on the amalgamation date is not treated as income of the original companies. The amalgamated company continues to use the original book values and can deduct depreciation only for the remaining amount, but it cannot deduct the accumulated losses of the original companies
- VAT: goods and assets transferred to the amalgamated company are not treated as a sale, provided the receiving company is a VAT-registered business operator
- Specific business tax (SBT) on the transfer of immovable property, and stamp duty: exempt if the amalgamated company notifies the Revenue Department of its list of shareholders within 30 days of the registration date and none of the original companies has outstanding tax on the amalgamation date (or has provided security)
- Type 1, amalgamating into a new company: the accounting period of the original companies ends on the amalgamation registration date. The directors of the new company must notify the Revenue Department and file the final-period tax returns on behalf of the original companies
- VAT registration: original companies that cease to exist and were VAT-registered file Form P.P.09 (VAT registration change) and return their registration certificates within 15 days of the amalgamation date. If a new company comes into being, the new company files Form P.P.01 (VAT registration application) within 15 days of its registration date
- Employees: employees who are to be transferred to the amalgamated company must give their consent, and all the rights they held with the original employer carry over in full
Company Amalgamation Registration Service Fees and Government Fees
The company amalgamation registration service fee starts at 60,000 baht, excluding government fees. The price depends on the number of companies being amalgamated, the number of shareholders and creditors to be notified, and the post-amalgamation tax work.
Excluding government fees
| Government Fees | Rate | When Paid |
|---|---|---|
|
Registration of the special resolution approving the amalgamation |
500 baht per company |
When registering the special resolution (step 2) |
|
Company amalgamation registration |
5,000 baht |
When registering the amalgamation (step 6) |
|
Stamp duty on the Memorandum of Association |
200 baht |
When registering the amalgamation |
|
Stamp duty on the Articles of Association (if any) |
200 baht |
When registering the amalgamation |
|
Example: amalgamating 2 companies with no Articles of Association |
6,200 baht |
500 × 2 + 5,000 + 200 |
In addition, there are fees of 40 baht per item for the company affidavit, 100 baht per copy for the registration certificate (if requested), and newspaper notice charges at each newspaper’s own rates.
Case Example: Combining Two Companies with the Same Shareholders into One
The same group of shareholders had 2 companies in similar businesses that had to close their books and file taxes separately every year, and they therefore wished to combine them into a single company.
We planned the steps, from holding shareholders’ meetings of both companies to pass special resolutions, notifying creditors and publishing the notice as required by law, and waiting for the objection period to expire, to registering the amalgamation of the companies with the Department of Business Development.
The amalgamation was registered, and the shareholder group now has a single company for bookkeeping, year-end closing and tax filing.
Frequently Asked Questions About Company Amalgamation
How many types of company amalgamation are there, and which should I choose?
There are 2 types: amalgamating into a new company, in which all the original companies cease to exist, and having one company survive and absorb the other companies. If you wish to retain the main company’s registration number, bank accounts, licences and contracts, the type in which one company survives is more convenient, but the tax effects of the two types differ and should therefore be compared before you choose.
Does the company registration number change after an amalgamation?
If the companies amalgamate into a new company, it receives a new juristic person registration number, which is also used as its taxpayer identification number. If one company survives, that company continues to use its existing registration number.
Does a company amalgamation require a newspaper notice?
Yes. Each company must publish the amalgamation resolution in a daily newspaper on at least 1 occasion and send notices to its creditors within 14 days of the resolution date. The notice of the shareholders’ meeting no longer needs to be published in a newspaper, unless the company has issued bearer share certificates or its Articles of Association require it.
How long does a company amalgamation take?
In general, approximately 3 months. By law, the notice of meeting must be sent no less than 14 days in advance, creditors must be given 1 month to object, and registration must be made within 14 days after the joint meeting. The joint meeting must be completed within 6 months of the date the last company passes its resolution; this period can be extended, but to no more than 1 year in total.
Can we amalgamate if some shareholders disagree?
Yes, if the special resolution receives no less than 3/4 of the votes of the shareholders who attend the meeting and are entitled to vote. For shareholders who attend the meeting and object, the company must procure a buyer for their shares at an agreed price or at a price set by an appraiser. If they do not sell within 14 days, they are treated as shareholders of the amalgamated company.
What happens to employees and existing contracts after the amalgamation?
The amalgamated company takes over all the assets, debts, rights and duties of the original companies. Employees who are to be transferred to the amalgamated company must give their consent, and all the rights they held with the original employer carry over in full. Contracts with business partners should be reviewed for any provisions on amalgamation.
Can the original companies' licences continue to be used?
It depends on the law governing each type of licence. Some types of licence are personal rights of the company that received them. If that company ceases to exist as a result of the amalgamation, the amalgamated company must apply for a new licence or request a transfer under that agency’s procedures, and every licence should therefore be reviewed before the type of amalgamation is chosen.
Can a limited partnership amalgamate with a limited company?
Not directly. The law allows limited companies to amalgamate with limited companies, and partnerships to amalgamate with partnerships. If you wish to combine a limited partnership with a company, you may do so by first converting the limited partnership into a limited company and then registering the company amalgamation.
Is tax payable on a company amalgamation?
If all the companies are limited companies incorporated under Thai law and the Revenue Department’s conditions are met, the revalued price of assets is not treated as income, the transfer of goods and assets is not treated as a sale for VAT purposes (provided the receiving company is VAT-registered), and the transaction is exempt from specific business tax on the transfer of immovable property and from stamp duty. However, the amalgamated company cannot deduct the accumulated losses of the original companies.
Related Services
Company Amalgamation Enquiries: Send Us Your Company Details for a Free Preliminary Assessment
Please tell us the names of the companies to be amalgamated, the number of shareholders, the type you are interested in (amalgamating into a new company or having one company survive), and which companies are VAT-registered or hold licences. Our registration team will reply with advice on which type is suitable, what you need to prepare, and the estimated service fee.
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