CORPORATE

Contracts are without a doubt, the most common exposure to law which people have on a day-to-day basis. Simple transactions such as buying products or making promises give rise to a contract, moreover in the world of business contract are the most important tool in the management of businesses.

A contract is a legally binding agreement between two or more parties. Once signed, this contractual agreement creates a promise that certain rights and obligations will be fulfilled by each party. Therefore it is very important to be advised before entering into a contract.

With our contractual lawyer at APC Law who has expertise in drafting and analyzing contracts, you will feel confident in the contract you will use or enter into. Once the contract is complete, you should expect that the document is legally binding, the document will hold up in any court and you understand all terms and conditions you agree to, and you're comfortable with the full contract.

A joint venture (JV) is a combination of two or more parties that seek the development of a single enterprise or project for profit and share risks by pooling their resources to accomplish a specific task, whether cash, labor, or assets. The parties in the joint venture must be at least a combination of two natural persons or entities.

In a joint venture, each of the participants is responsible for profits, losses, and costs associated with it. However, the venture is its own entity, separate from the participants' other business interests.

An organization (limited company, public company, limited partnership, etc.) is a place where people work together to achieve a common goal, with a manager determining the direction of the organization by identifying objectives, goals, and strategies to achieve them. There must be a plan and work system that indicates the authority and scope of responsibility of the individual and the parties.

The corporate structure is a system that shows the relationship between work, responsibility, and exercising authority over individuals and departments within the organization. Coordinating the work of employees effectively in line with the organization's strategy and ultimately achieving the organization's goals.

Moreover, corporate structures are the systems of rules, practices, and processes by which companies or organizations are governed. The corporate structure ensures everyone in an organization follows appropriate and transparent decision-making processes and that the interests of shareholders, managers, employees, suppliers, and customers, etc. are protected.

Registering a juristic person is a form of business registration, which has changed from operating the business as a natural person into a juristic person. In which we can register a juristic person, either a partnership, limited partnership, limited company, or public company. Registering a juristic person in the form of a limited company is the most popular in Thailand. 

The minimum capital for a limited company has never been determined, but by the Civil and Commercial Code, a limited company's capital can go as low as 15 Baht. However, to operate a business, creditability is essential and having a low capital would affect a company's creditability therefore, we suggest a company should have capital not less than 1 million Baht.

It is also important to choose the type of juristic person that meets the needs of the business because each type of juristic person is different, such as partnership liability. Each type of juristic person has its pros and cons. A wrong choice may affect the operation of the business in the long run. Hence getting professional advice will save you from the problems mentioned.

Intellectual property (IP) refers to works resulting from human inventions or creations that focus on the productivity of intelligence and skill regardless of the creative type or the way it is expressed. IP may be expressed in the form of tangible items such as goods or intangibles such as services or business ideas in industrial production processes, etc. The most common IP are copyrights, patents, trademarks, trade secrets, and digital assets.

IP holds a high value in today's increasingly knowledge-based economy. Produce IP requires heavy investments in brainpower and time of skilled labor. Therefore the protection of IP is critical. Some IPs, such as copyrights, although Thai law protects without registration; however, having formal recordation IP at DIP’s Copyright Office is recommended as it would be helpful as evidence of ownership in the event of a dispute.

Due diligence is essential because purchasing a business is by no means a small task and requires considerable money. A lot of money and time is involved when buying a business. And often, before and in the negotiation phase, a buyer does not gain all of the information about the company. And sometimes, the quality of the financial report can vary. So, mainly, due diligence gives the buyer peace of mind upon purchasing a business—seeing the complete picture of what they are stepping into. And from a seller’s point of view, due diligence allows them to understand their business's actual value and integrity, which is extremely important as an owner, specifically an owner that wants to sell.