What is Company Registration in Thailand?

Thailand is economically progressing country. There is presence of

sufficient infrastructure and an efficient workforce with the support from the
government.

For setting up business in Thailand following are the different Business

Structures and necessary steps that need to be taken.
 Types of Business Structures
Partnership

In Thailand, there are three general types of partnerships:

 Unregistered Ordinary Partnerships;

 Registered Ordinary Partnerships;
 Limited Partnerships.

Limited Companies

Here are the following types of limited companies:

 Private or closely held companies which is governed by the Civil and

Commercial Code and
 Public companies which is governed by the Public Company Act.

Private Limited Companies

In Thailand, Private Limited Companies have characteristics which are

similar to Western corporations. Under this type of company, formation
process includes registration of a constitutive document such as
Memorandum of Association which is Articles of Incorporation and Articles
of Association which is also referred as By-laws.
 There is a requirement of minimum seven shareholders at all times. This
type of company may be wholly owned by aliens. Aliens participation is
generally allowed up to maximum 49 percent in case of those activities
which are reserved for Thai nationals

Public Limited Companies

In Thailand, Public Limited Companies are subject to compliance with the

prospectus, approval, and other requirements, offer shares, debentures,
and warrants to the public.They may apply to list their securities on the
Stock Exchange of Thailand (SET). For the purpose of formation and
registration of the memorandum of association minimum 15 promoters are
required. There is a requirement for promoters that they must hold their
shares for a minimum of two years before they can be transferred. Board of
Directors must have minimum five members and at least half of them Thai
nationals.

Joint Venture

Joint venture is described as a group of persons entering into an

agreement in order to carry on a business together. Under the Civil and
Commercial Code, Joint Venture has not yet been recognized as a legal
entity. However under the Revenue Code, it classifies it as a single entity
and income is subject to corporate taxation.

Representative Office

Representative office is limited to engaging in non-profit activities. Under

this, at least one of the following purposes would need to be sought for the
purposes of limited “non-trading” activities:

 Business is related to search for the source of goods or services in

Thailand for the headquarters overseas
 It is related to check the quality and quantity of the product ordered
by the headquarters overseas
 Give advice to the headquarters regarding the goods to order
 Information supply to the customers in Thailand of the headquarters’
products
 Reporting of the economic movement in Thailand to the headquarters
INCORPORATION PROCESS

Step 1: Name Reservation

Proposed name must not be the same or similar to that of other companies.
The name reservation guidelines should be observed of the Business
Development Office in the Ministry of Commerce. Approved name will be
valid for 30 days. No extension is allowed.

Step 2: Memorandum of Association

Memorandum of Association must include the successfully reserved name

of the company and this Memorandum of Association is required to be filed
with the Business Development Office. Memorandum of Association will
also mention where the company will be located, business objectives and
capital to be registered with the names of the seven promoters.

It must be noted that capital information must include the number of shares
and the par value. Authorized capital, although partly paid, must all be
issued.

Under this, there are no minimum capital requirements, but the amount of
the capital should be adequate enough for the intended business operation.

Step 3: Statutory Meeting

After the above-mentioned steps, a statutory meeting is convened in which

the articles of incorporation and bylaws are approved and the Board of
Directors is elected and an auditor appointed. Under this, minimum 25
percent of the par value of each subscribed share must be paid.

Step 4: Registration

After this, there is a requirement of submitting an application by the

directors to establish the company within the period of three months from
the date of the Statutory Meeting.

Step 5: Tax Registration

Every business liable for income tax must obtain a tax I.D. card and
number within 60 days of incorporation from the Revenue Department.

Each business earning more than 600,000 baht per annum must register
for VAT when they reach the limit 600,000 baht within 30 days.