Company Set up

We are recognized as a leading adviser on company establishment and other corporate transactions we are able to combine exceptional transaction skills with specialist expertise including antitrust, employment and benefits, environmental, intellectual property and tax.

This enables us to handle the numerous issues that can arise in a single corporate transaction. We have an exceptional track record in every sector and particular strengths in highly regulated industries.

Company Registration Requirements

At least 3 natural persons as promoters (initial shareholders). Three shareholders are required at all times throughout company operation. It is to be understood that not just anyone can be a promoter. The minimum requirement is that a promoter must, at least, be twenty-one years old who can legally act on behalf of the company. Usually, promoters hold an equal share of the company. It is only after registration of the company that promoters’ shares can be transferred to others.
Head office located in Thailand along with a copy of house registration (Tabien Baan) number and Letter of Consent obtained from the landlord.
Minimum registered capitalization of 2 million THB for foreign businesses operating non-restricted and 3 million THB for restricted businesses under the Foreign Business Act. Thai-owned companies, not subject to such requirements (but will need to meet financial requirements to support a work permit for a foreign worker).
A memorandum of association to be filed with the application.
A statutory meeting has to have been convened.
Letter of Certification from the bank to certify the adequacy of funds in the Thai shareholder’s personal bank account where Thai shareholders will be amongst foreign shareholders.
All shareholders/initial promoters and directors will be required to sign part of the application documents in Thailand.

Steps on How to Register a Thai Limited Company

Step 1: Registering the Company Name
Thai companies that wish to register their company names must first reserve their company name with the DBD. Under Section 1098 of the Thai Civil and Commercial Code it is required that the name of the proposed company must always end with the word “limited”. The name reservation can be done online at the DBD website. This name reservation is normally approved within 1-3 days. Company names are subject to the guidelines of the Business Department. Once the company name is approved, this shall be used in the incorporation documents needed for company registration.

Step 2: Filing the Memorandum of Association
After registration with the Ministry of Commerce (MOC), the company can register its memorandum of association. At this point, all shares must be paid. To engage in foreign businesses, cabinet approval must be sought first.

The memorandum of association includes the company name, promoters’ names, company’s location and company’s finance and business objectives.

Step 3: The Statutory Meeting
The company must also submit its by-laws and articles of incorporation which must be drafted in a statutory meeting. It is also during the said meeting that the board of directors and auditor of the company are appointed.

Step 4: Registration of the Company in Thailand
The company registration must be lodged on the same day that the Memorandum of Association is registered at the Ministry of Commerce (MOC) provided that the Statutory Meeting has already been convened. The application for registration must be submitted no later than 90 days from the date of the statutory meeting.

Step 5: Register for VAT (Value Added Tax) and Income Tax
Tax ID cards and VAT certificates must be filed after registration. Other necessary documents must also be filed with the registrar of the Department of Business Development (DBD) under the Ministry of Commerce (MOC). The same documents must be submitted to the Central Filing Office of the Revenue Department in Bangkok.

Company Bank Account
Once the company has already been registered with the Department of Business Development and has been issued with the Business Registration Certificate and Company Affidavit, the newly registered Thai company can open a corporate bank account at any established commercial banks in Thailand.

Thai Work Permit and Thai Visa
Where directors of the company or the sole director who has signing authority over the company or a hired employee is a foreigner, they are required to have work permits. In order for your company to sponsor one non-immigrant B visa and work permit for its foreign director or employee, regardless of its shareholding, it should meet the requirements prescribed by the Ministry of Labour and Immigration Bureau.