How to register a Thai limited company?
Foreigners establishing a Thai limited company will undergo a long and detailed registration process. Being familiar with every step is crucial to ensure a smooth and successful company registration in Thailand. Here are the five steps to register a Thai limited company.
Step 1: Register the company name
The first step in company registration in Thailand is reserving the company name with the Department of Business Development (DBD). The first thing to check is whether the chosen company name is available. The company name must differ from pre-existing company names and conform to the DBD’s naming guidelines. Submit three company names to increase your chances of approval.
Step 2: File the Memorandum of Association (MOA)
File and sign the Memorandum of Association (MOA) for company registration in Thailand. This legal document, written by the company’s founders during its incorporation, contains all necessary information about the company, including its nature, principles, and objectives. Thai law requires all limited companies to have an MOA filed with the Department of Business Development in the Ministry of Commerce.
Step 3: Conduct the statutory meeting
Conduct a statutory meeting, also known as the First Annual General Meeting. During this meeting, the by-laws and articles of incorporation are drafted. The meeting is held within 30 days of the company’s incorporation and must be attended by two-thirds of the company directors. The company auditor will also be appointed during this meeting. The minutes of the statutory meeting are filed with the Department of Business Development within 15 days of the meeting’s conduct.
Step 4: Register the company in Thailand
Proceed to the Ministry of Commerce and submit all pertinent documents for company registration in Thailand. The company’s application must be submitted at most 90 days after the statutory meeting to register the company.
Step 5: Register for Value Added Tax (VAT) and Social Security
Obtain company tax ID cards and VAT certificates from the Revenue Department to open a Thai Limited Company. This process is done after the company registration and within 60 days of company incorporation. The company must enroll its employees in Social Security, as the government requires.
Can foreigners open a company in Thailand?
A limited Thai company is the best way to open a business in Thailand. It is the most common corporate structure for company registration in Thailand for foreigners. Thai Civil and Commercial Code states that 51% of the shares in a Thai limited company must be owned by Thai nationals, and foreigners can own the remaining 49%. However, there are cases wherein the Thai limited company can be 100% foreign-owned or most of the shares are foreign-owned. This happens if the company is awarded a Foreign Business License (FBL) stated in the Thai Foreign Business Act. A Foreign Business License will allow full foreign ownership of a Thai limited company and its operation.
There are two types of limited companies for company registration in Thailand: Private Limited Company (Co., Ltd.) and Public Limited Company (PLC). A Private Limited Company is an entity recognized by law as having a separate identity from that of its owners. This means the assets, liabilities, and profits belong to the company, not the owners. On the other hand, a Public Limited Company is considered publicly traded and allows the public to become shareholders by purchasing the company’s shares.
What are the requirements for company registration in Thailand?
When registering a Thai limited company, the following pertinent documents must be submitted for registration at the Ministry of Commerce:
- Memorandum of Association (MOA): An MOA is a legal document that explains why the organization was founded and made by the company’s founders (promoters).
- Articles of Association (AOA): The articles of association are documents that set out the company’s objectives and regulations for its operations. They describe the company’s setup in Thailand, its operations, and specific procedures.
- Company affidavit: The official statement (affidavit document) issued by the Department of Business Registration of incorporation of the business (private limited company).
- Shareholder’s and director’s passports or identification cards.
- Company name reservation: The company must reserve a company name at the Department of Business Development.
- Proof of the company’s registered address: Any document used to validate a physical business address must reflect the company’s name and the company’s physical address.
- Duly completed company registration application form: Complete the registration application form to register the Thai limited company.
- Power of Attorney (if applicable): A power of attorney is used to legally transfer control of one’s affairs to another person in the registration process.
How much does it cost to register a company in Thailand?
To register a company in Thailand, it costs around ฿ 25,000 ($720) to ฿ 31,000 ($892). This total can be traced to various registration fees. The company stamp fee is worth ฿ 500 ($14.39). The government fee is ฿ 6,500 ($187) for ฿ 1 million ($28,780) and an additional ฿ 6,000 ($173) for a subsequent ฿ 1 million ($28,780). A VAT of 7% is also added, which is around ฿ 1,190 ($34.25) for a capital of ฿ 1 million ($28,780).
How long does it take to open a company in Thailand?
To open a company in Thailand, it takes weeks or even months to complete due to its long and rigid process. Opening a company in Thailand requires registering it with the government to operate legally inside the country. It also involves business days to transact with each department and submit all pertinent documents. The duration of company registration in Thailand will differ depending on the company’s complexity and the due diligence that must be followed.
Get help with opening a company in Thailand
Are you interested in registering a company in Thailand or establishing a Thai limited company but find the process daunting? Our legal team is here to assist you. With our expertise and experience in the Thai market, we can help you navigate the complexities of company registration and legal requirements in Thailand, as well as handle various real estate matters.
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Frequently Asked Questions (FAQs)
Can foreigners open a business in Thailand?
Yes, foreigners are allowed to open a business in Thailand, but the government states that only 49% of the company can be owned by foreigners. Furthermore, foreign businesses undergo strict monitoring, and registration in Thailand is challenging because there are sets of restrictions and regulations that must be observed.
How to register a company in Thailand online?
Company registration in Thailand can only be partially done online, and some parts must be physical, like verification and signing transactions. The Department of Business Development under the Ministry of Commerce offers transactions that can be completed via its “DBD e-service” platform, such as name reservation, submission of registration documents, payment of fees, and tracking progress.
How to check Thailand company registration?
To check Thailand company registration, you must consult the Department of Business Development (DBD), the main governmental body overseeing company registration in Thailand. You can confirm a company’s registration status by conducting an online search on the DBD’s official website or visiting its physical office.
Can foreigners buy property in Thailand through a corporation?
Yes, foreigners can buy property in Thailand through a corporation. Specifically, they can establish a Thai limited company where at least 51% of the shares must be held by Thai nationals, while foreigners can own up to 49%. Under certain conditions, with a Foreign Business License, a Thai limited company can be fully foreign-owned, allowing the corporation to purchase property.
