If you’re looking for help forming a Thai limited company, you can count on our team to help. We’ll guide you through the steps of reserving a company name, conducting a statutory meeting, and filing for registration.
We’ll also help you prepare and file the company’s constitutive documents and apply for any needed sector-specific licenses.
The share capital of a Thai limited company is an amount invested in the company by shareholders. The shares can either be ordinary or preference. Ordinary shares entitle the holders to dividend distributions and voting rights while preference shares have priority in claims against assets upon the company’s dissolution.
A company registered in Thailand must have a fixed share capital which cannot be altered except by an amendment to the memorandum of association via one of the methods authorized by the Civil and Commercial Code. The company can also issue debentures.
A minimum registered capital of 2 million baht is required for foreign-owned companies operating non-restricted activities. The company must meet financial requirements to support a work permit for each foreign employee hired. Besides, the company must follow accounting procedures.
In order to register a company in Thailand, you will need to submit the application form and pay the relevant Government fees. This includes stamp duty and registration certificate fee. This amount varies depending on the type of legal entity you choose.
Shareholders are responsible for the day-to-day running of a Thai limited company. They may also be required to attend meetings, and have fiduciary duties towards the company. However, their direct participation in company affairs is restricted unless otherwise stipulated.
If you are a foreign/expat shareholder, it is advised to use the services of a Thai shareholder service. This will ensure compliance with the Foreign Business Act rules which require a Thai national to hold at least 50% of company shares. In addition, this will also help you open a corporate bank account for your company.
Articles of Incorporation
Registering a Thai Limited Company allows investors and third parties to examine the company’s profile, financial state, shareholders list, and directors. This gives a clear picture of the business’s structure and financial status, which is important for any type of investor.
To register a Thai Limited Company, you must submit an MOA to the Department of Business Development (DBD). The MOA must contain your company name, business objectives, province of the registered office, declaration that liability of the shareholders is limited, and the names and details of the founders. A Thai Limited Company must prepare a financial statement every month and close its accounts within 4 months from the closing date. It must also appoint an auditor to audit its statements. Moreover, it must display its business registration certificate at its head office and branch offices.
Once the share structure is defined, a statutory meeting must be held where the company’s Articles of Incorporation and bylaws are approved, the Board of Directors are elected, and an auditor is appointed. During the statutory meeting, a minimum of 25 percent of par value of each subscribed share must be paid.
After the statutory meeting is held, the director(s) must submit an application to register the company with the Department of Business Development. The application must include the name, address and nationality of the shareholders, the memorandum of association, a statement that the liability of the shareholders is limited, the amount of capital, the type of shares (ordinary or preference), and the date of the statutory meeting. If the application is not submitted within three months of the statutory meeting, all money received from the subscribers must be repaid without deduction.
A Thai limited company must be registered with the Department of Business Development. This is required in order to make it possible for third parties like investors, banks or private money lenders to examine the company’s financial status and shareholders list. The company also needs to register for VAT (Value Added Tax) and must follow accounting procedures set out in the Civil and Commercial Code and the Revenue Code.
The first step in the company registration process is the reservation of a name. Applicants are required to submit at least three names, which will be ranked according to their preference. Certain names cannot be approved, such as those related to the royal family, government units, other companies or that violate public moral. Once the name is approved, a business registration certificate will be issued.