Registering a Thai Limited Company requires several steps. It is important to engage a professional service provider who can ensure compliance with local regulations.
The first step is to reserve a company name with the Department of Business Development (DBD). The name must be unique and include the word “limited” (). This process typically takes 1-3 days.
When registering a company in Thailand, you must reserve the business name with the Department of Business Development (DBD). The reserved name must not be identical or too similar to an existing registered venture. It must also end with the word ‘Limited’ or 'Company Limited'. The firm's name should also be unique. Moreover, it must be written in Thai. It is important to choose a suitable name for your company because it will be used on all official documents and must reflect the nature of the business.
The next step in the process of registering a company is to prepare a Memorandum of Association. This document will include details of the company’s objectives and shareholding structure. It will also outline regulations on shares, shareholders and directors. It will also provide the company with its official registration number and address. Moreover, it will indicate whether the company will be private or public.
Founders must sign the Memorandum of Association and submit it to DBD. Once the memorandum is approved, it can proceed to file a public limited company in Thailand. It can take around 1 business day to complete the filing process. A public limited company can employ foreigners, but it must have at least two Thai shareholders and one director. Additionally, the company must have a minimum of 2 million baht in initial capital.
A Memorandum of Association is an essential document when establishing a company. It outlines the company’s fundamental constitution, including its name, registered office, objectives, and authorised capital. It also regulates its relationship with the outside world. It defines the scope of the company’s powers and limits its activities. This protects shareholders’ funds by ensuring that they will only be used for the purposes specified in the MoA. The MoA is a public document, so anyone who deals with the company will be able to see its contents. This can be a risk for some companies, as sensitive information may be revealed to competitors and potential investors.
Anyone who adds their name to the memorandum becomes a subscriber and member of the company. Their details will be made public on the central register. Subscribers are bound by the terms of the memorandum as it stands at the time of its incorporation, so any acts that fall outside of its scope will be considered ultra vires and void. However, the MoA can be amended at any time with the consent of all subscribers. Companies can choose to adopt model articles, but those that require bespoke provisions should consider hiring expert corporate lawyers.
The company’s articles of association is a fundamental document that dictates the company’s internal management and operational rules. It addresses issues such as the company’s structure, shareholder rights, directors’ responsibilities and powers, share issuance and transfer, dividend policies and board and member meetings.
In Thailand, all companies must file a memorandum of association and articles of association. The memorandum outlines the company’s basic constitution, including its name, registered office location, objectives, and authorised capital.
It’s also important to note that foreigners can hold up to 49% of a Thai limited company. However, it’s imperative to understand the country’s laws and regulations on foreign ownership before proceeding. Our legal team can help you determine if your activities are eligible to be carried out by a foreigner-owned company in Thailand.
Once the memorandum of association is filed, we’ll draft the company’s articles of association using a model provided by the Department of Business Development (DBD). In some cases, we may need to alter this to reflect your business’s unique circumstances. The articles must be approved by the DBD before we can register your company. During this process, we’ll request the necessary documents from shareholders and directors. This includes copies of their passports or ID cards. These are required for your company to open a bank account and apply for work permits.
In Thailand, the limited company structure offers a robust framework for legal and financial compliance. It shields shareholders’ personal assets from business liabilities and allows foreign ownership in certain industries, subject to restrictions and approvals. Furthermore, registration lays a solid foundation for accessing government incentives and supporting business growth.
The first step in the process is reserving the company name with the Department of Business Development (DBD). There are specific restrictions for choosing a company name: it cannot replicate or closely resemble any existing registered partnerships or companies, whether in English or Thai. Furthermore, a company name should be approved by the DBD within 30 days from reservation.
After reserving the name, the memorandum of association and articles of association must be filed with the DBD for official registration. The DBD will then review and approve the documents before issuing a Certificate of Incorporation, certifying your business as an officially recognised entity.
Once your company is registered, it will need to apply for and acquire a corporate tax ID card and VAT registration number from the Revenue Department within 60 days of incorporation or starting operations. Depending on your type of business, it may be necessary to register for Value Added Tax, which is usually applicable to businesses that employ foreign workers or surpass an annual sales threshold of THB 1.8 million.