DBD Regulations for Company Registrations
The Department of Business Development (DBD) has issued an order promulgating additional rules and documents necessary for the registration of partnerships and companies with a capitalization of over 5,000,000 Baht or for the registration of an increase in capitalization of a partnership or company of to an amount over 5,000,000 Baht. Generally, applicants are required to prepare all documents required as usual, but must prepare additional documents as follows:
Registration of a Partnership or Company
- If the investment in a partnership or the payment for shares in a company limited is paid by money, documentary evidence must be prepared by the bank which certifies that one of the managing partners of the partnership or the authorized directors of the company has received money as investment in the partnership or in exchange for shares, respectively. The evidence must be submitted within 15 days after the Registrar has registered the partnership or company.
- If the investment in a partnership or the payment for shares in a company limited is paid by property, a letter of consent from the owner of the property must be prepared indicating that the owner will transfer ownership of the property to the partnership or company limited or will allow the partnership or company limited to use the property. The letter must be submitted within 90 days after the partnership or company is registered.
- If the property is immovable property or a type of property has registration of ownership, then a copy of the document evidencing ownership by the partnership or company should be submitted.
- For other types of property, the accounts detailing the property and the value of the property must be submitted.
- If the property is owned by a partner who will invest it in a partnership instead of investing money, then a contract allowing the use of the property by the partnership must be submitted.
Increase in Capitalization
In the case where a partnership or company limited seeks to increase its capitalization, then the same rules as detailed above have to be followed for the additional investment or shares, respectively. It must be noted that failure to submit the additional evidence within the time frame specified above authorizes the Registrar to withdraw the registration of the partnership or company but does not require him or her to do so.
The corporate law system of Thailand is quite bureaucratic when compared to some other jurisdictions in the region. Therefore, it is important that anyone interested in investing in Thailand by starting a company here seek the guidance of competent Thailand lawyers.
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