The Steps for Company Registration in Thailand

Mar 4

If you are a foreign investor who wishes to register a business in Thailand, you will find that private limited companies are usually registered by non-residents. The steps, below, will give you a better idea of what to do when you register your company in Thailand.

1. Select a Name and Register It

You cannot choose a company name that is the same name of a current company or partnership. Also, you cannot use certain words in the name. For instance, you cannot add the word, “investment,” in your business’s name in Thailand. However, the word, “capital” can be used. Your business’s name, if you are registering a limited company, must include the word “Limited.”

Therefore, there are certain legal rules you must follow when you choose a name and register your company. Legal experts suggest that you select three names initially to ensure that you will be successful.

Your company name, in Thailand, will be registered in the Thai language, even if you speak English. Make sure, in turn, you propose a company name that is not difficult for non-English speakers to recognize or pronounce. Your customers will have to write your name as well. Therefore, a simple and clear-cut name will prevent confusion or mistakes.

Also, remember – you can name your business another name than what you call your company. You may also use the same name for several companies, provided that you distinguish them. For instance, you can give several companies the following names:

A-One Trading Ltd.
A-One Capital Ltd.
A-One Holdings Ltd.

After the name is approved, you have only 30 days to file your company’s Memorandum of Association. That is because the new name is only valid for that length of time. Therefore, it is important to act quickly when you file the Memorandum of Association.

2. File the Memorandum of Association for Your Company

The Memorandum of Association is an important agreement in the business registration process in Thailand. This agreement must contain the following:

The name of the company that you propose to form.
The province of the Kingdom in Thailand where your company’s office will be located.
The goals and purpose of your business.
A declaration that any shareholder liability will be limited.
The amount of capital shares that will be registered by the business.
The names and contact details, along with the signatures and occupations of at least three promoters – not business entities.
The share amounts that each of the promoters possesses.

The original copy of the Memorandum of Association must be witnessed and certified by two witnesses who will witness the signature of the named promoters.

3. Hold a Statutory Meeting for Your Limited Company

As soon as you register your Memorandum of Association, you should hold a statutory meeting. The purpose of this meeting helps you with the following:

Adapting your company’s Articles of Association;
Ratifying any agreements or confirming any costs of the promoters;
Setting the amount paid to the promoters;
Setting the number of preferred shares to be issued, if any, and outlining the rights related to them;
Setting the ordinary shares or preferred shares to be allocated, as either partially or fully paid; and
Appointing the auditors and directors, and assigning their roles.

4. Registering Your Company

The registration application should be submitted on the same day as the Memorandum of Association to the Ministry of Commerce. The registration application should be submitted no later than three months from the statutory meeting date. Otherwise, you will need to explain the delay.

What You Need to Provide

When registering your company, you need to provide the following information:

The total shares allocated or subscribed, and the types of shares (ordinary and preferred).
The number of shares (ordinary and preferred) and the degree to which they have been paid up.
The amount of money paid for each share and the money received for the shares.
The names, roles, and addresses of the directors in the company.
The term for company registration.
The address of the main office and the addresses of the branches.

During registration, shareholders should be prepared to share the source for their investment. If you want to buy land, you will also need to work with the Land Department.

When a registration is submitted, the company’s director should also sign a statement that attests that each of the shareholders has paid his or her share subscription. Shareholders that appear on the initial shareholder list must sign his or her share receipt. Later shareholders only need to sign the transfer documents for shares.

5. Register the VAT and Corporate Income Tax

After you register your company and within 60 days of beginning operations, you need to apply for a tax ID number for your company from the Revenue Department. This tax ID is required for doing the following:

Opening a business bank account.
Registering for VAT.
Applying for a work permit.

Typically, you don’t have to pay for registering your company but will need to pay a stamp duty of 10 THB.

If you need more information about business registration in Thailand, contact our attorneys in Phuket for more details with regards to registering a business in Thailand.