Limited Company – Thailand
We specialise in setting up limited companies in Thailand. Our legal and consulting staff have decades of combined experience in company registration and are ready to help.
There is a minimum capital requirement for a limited company in Thailand of 1 million baht. In general, the registered amount of the capital should be respectable enough and adequate for the intended business operation. If a foreigner requires a work permit the company concerned must have a registered capital of not less than Baht 2 million, fully paid-up for each 1 work permit, 4 million share capital for 2 and 6 million for 3 work permits.
- Register Name:
The first step is the reservation of a company name. This is done online with the Department of Business Registration. Three names must be given, ranked by preference this is to ensure that the company name doesn’t already exist. Certain names associated with the royal family, names of ministries and other governmental units, names with Thailand, names close to that of other companies, names against public moral, names that are misleading, are not allowed. The approved corporate name is valid for 30 days.
- Memorandum of Association (MOA):
The Memorandum of Association of the company has to be filed with the Commercial Registration Department (Registrar of companies) and must include the name of the company that has been successfully reserved, the province where the company will be located, its business objectives, the capital to be registered, and the names of the three promoters. At least three individuals must sign the Memorandum of Association. The promoters can be foreigners and Thai nationals however, each promoter must be a shareholder of the company. The use of Thai nominee promoters/ shareholders by foreigners is prohibited under the Foreigner Business Act (and Land Code Act).
- Tax & VAT:
If a newly established company is liable for income tax it must obtain a tax I.D. card and number from the Revenue Department within 60 days of the start of operations. If it is expected that its gross income will exceed 1.8 million baht per annum it must register for VAT within 30 days of the date they reach 1,8 million baht in sales.
- Corporate Bank Account:
After your Thai company registration is completed you will probably want to open a corporate bank account in Thailand. Signatories for the account that are foreigners will more than likely be required by the bank to submit valid work permits.
- Applying for Thai Work Permits:
You must first have a Non-immigrant visa (Non- B Visa). We can help in all matters relating to Thai work permits.
All shareholders must have a share certificate issued in their name by the limited company in Thailand and the company must have an updated registration book of shareholder kept at its registered (head) office of the company. Bearer shares are not allowed under Thai company laws – a share certificate is not the property of whoever happens to be in possession of the share, but who is registered and recorded as the owner with the Business Registration Department as the shareholder
Directors may be criminally liable for false statements in any official documents, which they have signed on behalf of the company or failure to act, such as failure to file a required report or balance sheet will be dealt with by imposition of criminal liability. In some extreme cases, a director of the company will be required to appear in court, either in person or by legal counsel. Failure to appear when summoned will result in the issuance of an arrest warrant for the director.