Key Features of Thai Limited Company
A Limited Company, particularly a Private Thai Limited Company, is the most popular form of business structures in Thailand. Its key features are:
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The liability of the shareholders are limited to any amount left unpaid on their shares -
There is a separation between owners and management
Promoters are needed for registering a prospective company with the Ministry of Commerce of Thailand (MOC). These promoters must be natural persons who are at least 20 years of age and capacitated to sign documentation during the registration process.
Limited Company Basic Requirements
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A minimum of three promoters
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At least one director
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An auditor
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A memorandum of association
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A statutory meeting
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Registration of the incorporation papers
Processes for Setting Up a Limited Company
Setting up a Limited Company in Thailand involves several steps. A lawyer can provide critical guidance and assistance throughout each stage of the process. Here is a general breakdown of the process:
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Business Planning and Consulting: Our lawyer can help during the initial planning stages by providing advice on the types of business entities and the most suitable for your needs. They can explain the advantages and disadvantages of a Limited Company, considering Thai laws and regulations.
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Company Name Reservation: The first formal step in setting up a Limited Company is to reserve a company name with the Department of Business Development (DBD). Our lawyer can assist in ensuring your chosen name complies with Thai regulations and can manage the name reservation process.
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Filing Memorandum of Association: A Memorandum of Association, which includes the name of the company, the province where the company will be located, the company's business objective, and the registered capital, needs to be filed with the DBD. Our lawyer can help prepare this document and ensure it is correctly filed.
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Statutory Meeting: After the Memorandum of Association is filed, a statutory meeting is held to appoint the initial directors, auditors, and potentially the company secretary. We can help facilitate this meeting, ensuring the necessary legal processes are followed.
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Company Registration: Following the statutory meeting, the company can be registered. This involves submitting forms to the DBD and paying the relevant registration fees. Our lawyer can manage this process, ensuring all paperwork is correctly prepared and submitted.
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Tax Registration: Once the company is registered, it needs to register for tax and VAT purposes with the Thai Revenue Department. This involves a complex process, and our lawyer can guide you through it, ensuring all paperwork is correctly submitted and that your company is in compliance with Thai tax law.
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Application for Company Seal: We can help you in obtaining a company seal, which is needed for certain official documents.
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Work Permits and Visas: If you or your employees are non-Thai nationals, you will need to obtain the necessary work permits and visas. We can assist in navigating Thailand's immigration system and preparing the necessary applications.
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Compliance and Ongoing Legal Advice: Finally, our lawyer can provide ongoing legal advice to ensure your business remains compliant with Thai laws and regulations. This includes labor law, tax law, corporate law, and any other laws that are relevant to your specific business.
Setting up a limited company in a foreign country can be a complex process, and it's recommended to consult our lawyers first to guide you through the process and ensure all legal requirements are met.
Our Corporate Services (30% Off on Legal Fee)
We provide corporate services but not limited to the following:
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Company Registration
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Change Shareholders of a Company
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Thai-US Amity Treaty
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Partnership Registration
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Setting Up a Representative Office
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Setting Up a Branch Office
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TAT License
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Register Company under the Board of Investment
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Limited Company + Foreign Business License
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Company Incorporation
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Foreign Income Tax
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Corporate Tax Registration
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VAT Tax Registration
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Company Dissolution
Meet Our Top Lawyers
Siam Legal is an American-managed law firm in Thailand with lawyers and attorneys practicing international law and Thai law. Known as one of the pioneering Thai law firms in providing legal services for more than 20 years. Our lawyers and attorneys are always committed to extending impeccable service to our foreign and local clientele.
Apichart Mattayanuwat
Attorney at Law
Khun Apichart has practiced law for more than 10 consecutive years. He specializes in Civil and Commercial Law, Business and Corporate Law, Property Law, and Notary Public. He handles the complicated and complex cases in courthouses.
Odel Gimena
Legal Consultant
Miss Odel specializes in dealing with the establishment and incorporation of corporate entities, the administration and maintenance, and providing sound commercial advice to clients in the context of Thai company law.
Omar O Manee
Attorney at Law
Mr. Omar O Manee is an Attorney-at-Law who handles litigation, Property Law, and Business Law. He has represented several clients in various court cases involving civil and criminal lawsuits.
How to get to Siam Legal Bangkok?
Siam Legal is a proud and active member of the American Chamber of Commerce.
Siam Legal is a proud and active member of the British Chamber of Commerce in Thailand.
Siam Legal is a proud and active member of Australian-Thai Chamber of Commerce.
Frequently Asked Questions
- What is a Limited Company?
- How much capital will I need to set-up a Thai Limited Company?
- Will a foreigner funding a business be automatically entitled to visas/work permit upon setting-up a company?
- How many directors and shareholders must a company have under Thai Law?
- Can foreigners hold 100% ownership of a business in Thailand?
In Thai Limited Company shareholding, Thais must own the majority company shares. This means that foreign ownership of the company cannot be more than 49%.
Foreigners can hold 100% ownership of businesses in non-restricted categories, such as exporting businesses and certain types of manufacturing businesses. Other methods to obtain 100% non-Thai control are through application for an alien business license, Board of Investment (BOI) Promotion or registration through the Treaty of Amity for Americans.
- What entities are liable for corporate income tax?
- What are the taxes that I have to pay in Thailand?
Companies are required to pay corporate income tax, which is imposed for doing business in Thailand or for generating income from business activities conducted in Thailand.
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Value added tax (VAT) is imposed for businesses involved in goods and services, either supplied in or imported into Thailand.
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Some types of businesses, such as those in banking and finance, real estate, or life insurance, are required to pay a special business tax, as these businesses aren’t covered by the VAT system.
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Those in the business of importing and exporting goods specified in the Customs Tariff statute (such as rice, leather, and rubber) are imposed with a customs duty tax.
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Stamp duty tax, on the other hand, is imposed on articles or instruments that are under the Stamp Duty Schedule of the Revenue Code, which may include bills of exchange, promissory notes, and letters of credit.
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Municipal tax is also included when paying specific business tax and VAT.
- Why should I hire a lawyer to incorporate my company in Thailand?
Not sure where to begin?
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Free Consultation and business strategy meeting
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