How to Register a Company in Thailand
Under Thai laws, companies are classified as follows:
- Sole proprietorship;
- Partnership; and
- Limited Company.
On one hand, sole proprietorship in Thailand is similar to sole business ownership common in United States. Thai Partnership, on the other hand, is just like any other partnership which may either be ordinary or limited. Lastly, a limited company in Thailand is one which is formed by dividing the capital into equal share, and the liability of the shareholders is limited to the amount of shares respectively held by them.
In Thailand, the formation of any of the above must be in accordance with the rules set by the Ministry of Commerce. Among the three forms, forming a limited company is the most common type.
Basically, a limited company may be formed by at least three (3) persons who have a start-up capital of three million baht. For foreign companies, the minimum capital requirement is 2,000,000 baht.
Steps in How to Register a Thai Company
Step 1: Registering the Company Name
Selecting promoters is the first step to take. For private companies, at least, three promoters are required whereas, in public company registration, fifteen (15) promoters are needed.
It is to be understood that not just anyone can be a promoter. The minimum requirement is that a promoter must, at least, be twenty-one years old who can legally act on behalf of the company. Usually, promoters hold an equal share of the company. It is only after registration of the company that promoters’ shares can be transferred to others.
Step 2: Filing the Memorandum of Association
After registration with the Ministry of Commerce (MOC), the company can register its memorandum of association. At this point, all shares must be paid. To engage in foreign businesses, cabinet approval must be sought first.
The memorandum of association includes the company name, promoters’ names, company’s location and company’s finance and business objectives. Payment of the registration fee of 5 baht per 1,000 baht of capital must be done.
Step 3: The Statutory Meeting
The company must also submit its by-laws and articles of incorporation which must be drafted in a statutory meeting. It is also during the said meeting that the board of directors and auditor of the company are appointed.
Step 4: Registering the Company in Thailand
The company registration must be lodged on the same day that the Memorandum of Association is registered at the Ministry of Commerce provided that the Statutory Meeting has already been convoked. The application for registration must be submitted no later than 90 days from the date of the statutory meeting.
Step 5: Registering for Value-Added Tax (VAT) and Income Tax
Tax ID cards and VAT certificates must be filed after registration. Other necessary documents must also be filed with the registrar of the Department of Business Development of the MOC. The same documents must be submitted to the Central Filing Office of the Revenue Department in Bangkok.
While registering a company in Thailand is a bit complicated, nonetheless, Thailand is a great place to invest. It is advised that a Thai lawyer be consulted in deciding what kind of company to put up.
Category: Company Registration
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Siam Legal is an international law firm with experienced lawyers, attorneys, and solicitors both in Thailand law and international law. This Thailand law firm offers comprehensive legal services in Thailand to both local and foreign clients for Litigation such as civil & criminal cases, labor disputes, commercial cases, divorce, adoption, extradition, fraud, and drug cases. Other legal expertise of the law firm varied in cases involving corporate law such as company registration & Thailand BOI, family law, property law, and private investigation.