THAI PRIVATE LIMITED COMPANY REGISTRATION
A private limited company is formed through a process that leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws) as its constitutive documents.
A minimum of three shareholders is required at all times. Under certain conditions, a private limited company may be fully-owned by foreigners; however, in those activities reserved for Thai nationals under the Foreign Business Act, foreigner participation is generally allowed only up to a maximum of 49% of the capital shares.
The 49% capital shares limitation for certain reserved businesses can be exceeded or exempted if the company falls under the protection of the US-Thai Treaty of Amity or if a Foreign Business License is granted. If the desired business is unique, does not compete with Thai businesses or involves dealings among members of an affiliated company, the chance of approval is more probable. Conditions, such as minimum capital, transfer of technology and reporting requirements, may be attached to Foreign Business Licenses.
The shareholders enjoy limited liability, which is limited to the remaining unpaid amount, if any, of the par value of their shares. The liability of the directors, however, may be unlimited if stipulated as such in the company's MOA.
Limited companies are managed by a board of directors in accordance with the company laws and the company’s Articles of Association. In a board of directors’ meeting, director’s proxies and circular board resolution are not allowed.
All shares must be subscribed to, and at least 25% of the subscribed shares must be paid up. Both common and preferred shares of stock may be issued, but all shares must have voting rights. The minimum par value of share must be not less than five Baht, and treasury shares are not allowed.
There is no minimum registered capital required, however, for every 2,000,000 THB registered capital the company can apply for one work permit. This requirement is reduced to 1,000,000 THB if the applicant is married to a Thai national.
Our team will assist you through all these steps and in filing documents at the Department of Business Development on your behalf. The process takes approximately 3-7 days.
Registering a limited Thai company requires at least 3 Company promoters who are responsible for registering the company with the Ministry of Commerce. The promoters must be individuals (not juristic persons) and they must be available to sign documentation during the registration process. The promoters of a private limited company must be 12 years of age or older.
The first step of the company registration process is name reservation.
The promoter is required to supply the requested company name together with two alternative names.
The criteria for company names are:
1. No similar company names have been previously been reserved, and
2. The names do not violate any ministerial rules.
Once the name is approved, the corporate name reservation is valid for 30 days.
After the name reservation has been approved, the company must then submit its Memorandum of Association (MOA) to the Department of Business Development in the Ministry of Commerce.
The MOA must include:
1. The Company’s name as reserved
2. The location of head office
3. Objectives of the company
4. Registered capital must be divided into share with the same value (minimum par value is 5 Baht)
5. Names, addresses, ages, occupations and number of shares that each promoter reserves.
6. The names, addresses, and ages of two witnesses.
7. The capital information must include the number of shares and their par value.
Once the share structure is defined, a statutory meeting is then called, and the promoter hand delivers the business duty to the director in order to file the company registration application.
After the company registration is completed, and it has obtained a registration number which also serves as a Tax ID number, the company may then register for VAT or register employers accounts with the Social Security Fund office.
Registering the VAT certificate is not required unless the company needs to apply for work permits for its foreign director/employees or if the accounting period income exceeds 1.8 million THB.
The registering of employer account is required to be submitted within 30 days after the company has its first employee. Please note that 4 Thai employees must be hired in order to obtain one work permit.
To request further information or arrange an obligation-free meeting with one of our legal counsel, please contact us.