WE ARE THE NO. 1 SPECIALISTS IN COMPANY FORMATION IN THAILAND
Foreign investment is promoted in Thailand and various investment policies facilitate businesses that focus on technology, innovation and the promotion of a sustainable environment. Although the Foreign Business Act does contain some restrictions for foreign investors, and special conditions in selected cases, the Government has been working on the liberalization of trade.
Tax incentives are in addition to the favorable business climate. Investors can benefit from tax and non-tax incentives, according to the type of activity they undertake. Examples of activities eligible for corporate tax exemption and other tax advantages include those in the R&D field, advanced technology training, the development of local suppliers in advance technology training and technical assistance and others.
The list below includes the main requirements that have to be met when registering a company in Thailand; our company incorporation specialists can offer extensive assistance on all the stages of company incorporation:
Choosing the company type and an original name: investors will choose the suitable type of company, a private or public legal entity and select an original name; a name check can be performed beforehand.
Opening a bank account: this is a mandatory step as the needed minimum share capital will be deposited here.
Draw up the company’s constitutive documents: the Articles of Incorporation and Articles of Association or Bylaws are the constitutive documents of a limited company.
Register the business: all companies are registered with the Department of Business Development and with the Revenue Department for tax purposes.
Obtain any other needed licenses: sector-specific licenses will be needed in Thailand and our team of lawyers can help you apply for these with the corresponding authorities.
Some of the steps explained above are similar to the steps for opening a company in Japan, for example, but if you need assistance in forming a company in Japanwe can recommend our Japanese partners who will handle the entire company formation process.
Our local company formation specialists have an extensive experience in company formation cases and can give you an insight into the local business environment and on the current legal framework. We can also help you with the subsequent steps following the actual business and tax registration of the business. Included here are the requirements for hiring employees. Businessmen interested in investing in an European country, such as Ireland, should know that our partners who are experts in Irish company formation matters can help them.
We invite you to watch a video on how our team can help you open a company in Thailand:
Conditions for company registration in Thailand
Registering a company in Thailand is not an overly complicated process and there are two important documents that you should consider, in order to properly start this procedure: the Memorandum of Association and the Articles of Association. The Thai Ministry of Commerce is in charge of the company registration process in the country. The registration of a company in Thailand will take up to three days, and the following documents need to be prepared and signed by the authorized executives:
• articles of association; • business form statement; • the list of the company's’ shareholders; • payment confirmation of share capital; • company name reservation form; • certification registration form of the limited company; • notes and record regarding the statutory meeting.
Below, we list the main steps for the formation of a corporation in Thailand:
the company name: businesses must have a unique name, one that does not include certain terms.
the Memorandum: this includes the name of the company, its objectives, and the region in which it will activate as well as statements from the shareholders and other details.
the constitutive meeting: this is held by the shareholders after the registration for the purpose of adopting the Memorandum of Association.
the actual registration: the application is submitted to the Ministry of Commerce once the Memorandum is complete and the documents are prepared.
tax registration: companies are required to register with the tax authorities and, depending on revenue, for VAT purposes.
Please remember that the actual company formation steps and the requirements regarding the minimum share capital or VAT registration differ according to the chosen type of company. This list only includes the main information for the registration of a private limited company.
Companies with foreign management in Thailand need to obtain a foreign business license before involving in any activities. Only three shareholders are necessary in order to register a Thai limited company. Regarding the registration, the foreign investors will pay some fees at the Business Development Department in Thailand within the Ministry of Commerce, such as:
the registration fee: this can be calculated as per the registered capital; however, a minimum fee is around 500 THB
the minimum share capital: this will differ according to the type of legal entity that is being incorporated.
stamp duty: this can vary and it will apply on several documents needed for incorporation; it can be around 400 THB.
the fee for registering any types of changes to the company particulars is 20 Baht for each registration;
the fee for the issuance of a Business Registration Certificate Substitute is 30 baht for each copy; the same fee applies for a request to make certified copies of documents related to business registration;
registration certificate fee: a subsequent fee can apply for the registration certificate for companies.
others: some other costs can include those related to specimen signatures, statements made by directors and others; the fees here will vary according to the tariffs of the law firm or the services requested.
There is no charge for VAT registration in Thailand. This list of registration fees and initial costs is only an estimated one and we do recommend that investors verify if there have been any recent updates to the practiced fees.
A company must be registered within 30 days from its starting date and, accordingly, in the event of liquidation, the process must take place within 30 days from the date of liquidation. In the event in which the commercial registration certificate is lost, this must be notified and a replacement requested within 30 days. The company founders are the ones who are expected to follow through with these procedures and deadlines.
The company must also obtain a tax ID number from the Revenue Department within 60 days of its incorporation or the same amount of time after the start of its operations. One of our agents who specialize in Thai company formation can give entrepreneurs more details about this particular requirement as well as that related to the registration for VAT purposes according to the annual revenue of the business.
The business registration certificate
A company registered in Thailand is required to display its business registration certificate in an open and visible place in the office. If this certificate is lost, the company operator will apply for a business certificate substitute within 30 days from the loss of the original document. This too shall be put on display in a visible area in the office.
Any changes that occur regarding the company after its initial registration will be reported to the Business Registration Office within 30 days of any such occurrence.
After registration, the company may display a business name board on the front side of its main office and any branch offices within 30 days from the registration date. The board will include the Thai characters in a legible manner, and it may or may not include foreign-language characters, such as the name of the business in English. The board can be manufactured from wood, metal sheet, glass, etc. The inscribed name must correspond with the name of the business registration certificate and the name of any branch will include the word “branch” after the name.
Any business owners who fail to register their company according to law, those who offer false company particulars as well as those who fail to present themselves for the inquiries programmed by the Registrar of Businesses (or fail to give information as needed for inspection) are liable for a fine of no more than 2,000 Baht and in those case in which their offence is a continuous one, they are also liable to a daily fine with a rate of no more than 100 Baht until they can show that they meet all of the requirements under the company registration laws.
Other fines apply for noncompliance with the Business Registration Act in Thailand and these two are expressed in a maximum one-time fine or daily fine until the wrongdoing is corrected. Our team of Thai company formation agents can provide you with more details about the applicable fines and can offer proper counsel and guidance so that you may avoid these.
Legal entities in Thailand
When investors decide to open a company in Thailand, they can choose from several legal entities. Our specialists incompany registration in Thailand can offer you guidance in choosing a certain type of business entity, according to the value you want to invest in the company and to the risks you want to assume as an investor.
The private limited liability companyrequires having a minimum of 3 shareholders and a director. The founders must be Thai or foreign individuals and each founder must own at least one share of the company
The public limited company must have a minimum of 15 shareholders and while there are no nationality restrictions, more than half of the company founders must be Thai residents. For this company, at least 50% of the number of shares mentioned in the Memorandum of Association must be made public.
The branch office in Thailand is considered a permanent establishment in Thailand and will be treated as such. The needed minimum share capital upon incorporation will depend on the period of time during which the branch will operate in Thailand (less than three years or more). When the branch will be active for three years or more, at least 25% of the capital will be remitted during the first three months.
The representative office can have 100% foreign ownership; this entity is not taxed with corporate taxes in Thailand, however, it and cannot provide commercial services and cannot derive income in the country.
All companies in Thailand must observe the principles for taxation as well as the accounting, filing and auditing requirements. The Financial Reporting Standards are the ones used by companies in order to prepare their financial statements.
If you need further information on how to open a company in Thailand, please contact our company incorporation specialists, who can provide you with adequate assistance in choosing a legal entity that will best fit your interests; our specialists can help you throughout all the stages of the incorporation process and can offer you related services, such as the opening of a virtual office or accounting services for your company. Our team can also help foreigners interested in moving to Thailand obtain long-term visas or other types of visas depending on their particular situations. We can handle the entire visa application procedure from helping you gather the necessary documents to submitting them with the responsible institution. Asian investors interested in expanding their businesses in Europe, for example in Slovenia or in Switzerland, can receive specialized assistance from our partners:Firmengründung Agentur in der Schweiz.
Other aspects concerning the incorporation of a Thai company
One of the key aspects when opening a successful enterprise in Thailand is to make sure you comply with the provisions of the Government regarding the business visa in this country. The Thai non-immigrant B visa allows foreign investors to open a company in this country. If your business plans extend on more than one year you can change the B visa for a long term visa.
If you want to reach the Thai public with your products it is also useful to invest as well in advertising. It is important to make sure that your brand and logo are in compliance with the Thai intellectual property law and, at the same time, that your messages are relevant for the Thai public.
It is also significant to choose a location for your enterprise which grants you visibility on the Thai market. It is also very popular among foreign investors to employ due diligence services in order to evaluate a property at the right value and to prevent unpleasant situations.
Another important issue is to observe all of the requirements for tax registration, tax reporting and, when applicable, those for VAT registration in Thailand.
Foreigners who intend to open a company in Thailand or in other country, such as Serbia, Belarus or Uzbekistan may contact our incorporation specialists, who can assist entrepreneurs with the entire company formation procedure. Investors interested in starting offshore companies in BVI or in the Isle of Man, can receive assistance from our partners.
Corporate taxation in Thailand
Companies in Thailand are subject to a set of taxes that include the corporate income tax, the business tax, the stamp duty, and the value-added tax. The excise tax and the petroleum income tax are also applicable taxes that are governed by special Acts, the Excise Act, and the Petroleum Income Tax Act, respectively. All other taxes are governed by the Revenue Code. One of our agents who specialize in Thai company formation can give you complete details about the provisions of the relevant Codes and Acts.
A difference between the taxation of locally registered companies and branches of foreign companies is that resident companies are taxed on their worldwide income while foreign companies are taxed on the profits they derive from a Thai source. Petroleum companies in Thailand are subject to a higher tax, 50% of their net profits. One of our agents can detail in this subject.
The tax year is generally the calendar year (ending on December 31st) but it can be any 12-month period. A tax year shorter than 12 months is only allowed in the company’s first year after incorporation, in the year of its dissolution or when a change in the accounting method applies.
Companies are required to file self-assessed annual corporate income tax returns no later than 150 days after the end of the accounting period. the sale filing requirement also applies to foreign companies. Fines apply for late filing as well as inaccurate filing.
Foreign companies doing business in Thailand are subject to the corporate income tax rate, including but not limited to when carrying out the respective business under a double tax treaty. Businessmen who would like to invest in another Asian country, can rely on our experts who can offer reliablecompany incorporation services in India.
Some company expenses related to earning income in the country are deductive and include donations (with a certain limit), entertainment expenses (up to 0.3% of the paid-up capital or the gross revenue – the one that is higher but only up to 10 million THB), employer contributions made to the provident fund, losses, depreciation and others. Special deductions can apply to research and development expenditure, as much as an additional one of up to 200% under certain conditions.
FAQ on Company Formation Matters in Thailand
If you have decided to explore the business opportunities of Thailand and you intend to set up an enterprise in this country you undoubtedly have a series of questions for which you want to find answers as soon as possible. Our company formation specialists in Thailand have gathered for you the most frequently asked questions on the procedure of incorporation as well as on other related matters.
1. Who can start a company in Thailand? Regardless of your nationality you are welcome toopen a company in Thailand. Thailand’s policy provides equal rights to foreign investors and local ones. Some special measures are frequently taken at national level in order to encourage the development of the economic investments in Thailand.
2. Does the company have to be registered in Thailand? When an investor registers a company in Thailand then the business must provide an address from this country. According to the Thai Foreign Business Act, even if you don’t intend to start a new business in this country, but only to open a representative office or a branch, at registration, you must provide to the authorities a local address.
3. How can I open a bank account in Thailand? The opening of a bank account is part of the company incorporation procedure in Thailand. The process is easy; you only have to provide a passport and several documents concerning the legal structure that you intend to register in this country. Our experts in company formation in Thailand can offer more details on how the documentation must be prepared and they can help you speed up the process of opening a bank account.
4. What are the steps for company incorporation in Thailand? The first step of company incorporation in Thailand is to make a name reservation so that you can be sure that your future enterprise will have a definite identity on the market. Afterwards you must address a notary in order to elaborate the articles of association for the enterprise, a document which contains the mission and purpose of a company as well as the responsibilities of the board. These files must be submitted through an application to the Business Development Office (BDO), which is the authority which deals with the registration of new companies.
5. What is the minimum share capital in Thailand? The minimum share capital required for the opening of a new company is 1 million baht. You can deposit even more capital if you consider it to be necessary for the projects you have in mind. The Articles of Association must contain as well the amount you have deposited as initial capital.
6. What are the documents required for company registration in Thailand? The documents which contain the most important information about the company are the Articles of Association. This document is a condensed statement about the business activity and the structure in which the company has been organized. The registration documents need to contain the following information:
the reserved name for the company;
the address where the company will be located;
the registered capital;
the payment of the registration tax;
eventual VAT registration for companies who are liable for the payment of this tax.
Copies over the passports or IDs of each director are also necessary for registration along a copy over the housing registration for the company, which can provide the address of the enterprise.
7. How long does it take to register a company in Thailand? Now business registration takes more than three days in Thailand. Moreover, if you need to obtain your registration in one day, this is possible for urgent situations. Our experts in company incorporation can explain to you in detail all the options you have to speed up the company registration process in Thailand.
8. Do I need special permits and licenses in Thailand? Depending on the domain of activity of your company you might need to address the authorities in Thailand in order to obtain a special permit or licence. Restaurants, companies offering medical services or educational services are only a few examples of enterprises who need to apply for a special license in Thailand.
9. What are the taxes that I have to pay in Thailand? The conditions in which income tax in Thailand is levied are very advantageous. There are several levels of gradation for investors, from 0% for earnings less than 150.000 Baht, up to 30% for revenues over 4 million Baht. The VAT in Thailand is levied at the flat rate of 7% with the exception of certain business areas which benefit of VAT tax exemption. For most of the companies the corporate tax is of 20%, but smaller companies benefit from gradually lower rates.
10. Why should I invest in Thailand? Not only Thailand is one of fastest rising economies but also the government encourages foreign investment through periodical incentives. The life conditions in Thailand abundant in opportunities are also an important argument to choose this country as your place of investment.
Obtain Information about Thai Companies
If you are a foreign investor interested in doing business with a company in the Land of Smiles, it is important that you research and obtain the appropriate information about the Thai company you will be dealing with. Obtaining information about Thai companies is also crucial when you intend to establish joint ventures or partnerships in the country, or to know if it is worth it to pursue legal action after an issue has come up with a company in Thailand.
The Department of Business Development (DBD) in Thailand from within the Ministry of Commerce is a reliable source of information where you can obtain data on the history of a Thai company. The DBD is the principal regulatory authority when it comes to company registration in Thailand, being the main government entity that local, as well as foreign investors doing business in the country have to deal with.
The DBD in Thailand is responsible for regulating and imposing laws such as:
• The Civil and Commercial Code (the legislation on partnerships and private limited companies); • The Public Limited Companies Act; • The Chambers of Commerce Act; • The Commercial Registration Act; • The Accounting Act; • Other legislation. A Thailand lawyer can provide more detailed information on what this legislation consists of.
Some Facts about Investing in Thailand
Thailand’s diverse economy, with opportunities in the manufacturing sectors, financial activities, real estate, trade or information, and communication, can be particularly interesting for investors in neighboring countries but also for those from the EU, most notably Germany or the Netherlands as well as the United Kingdom.
Some facts about investing and company formation in Thailand are as follows:
foreign direct investment has an average of 20451.47. THB (between 1997-2019)
in 2017 the flow of foreign investment increased to approximately 219 million dollars compared to approximately 191 million in 2016.
the main investing country in 2017 was Japan, with approximately 37.9% of the total value of investments.
Our experienced agents can help foreign investors with detailed information about specific business fields and the requirements applicable to companies as well as provide complete assistance for the registration of a new business. Contact our team for personalized assistance when opening a company in Thailand.
The experts at ThaiCompanyFormation.com are very reliable and customer-oriented. They helped one of my clients with the entire company formation procedure in Thailand. I would certainly recommend them to any foreign investor interested in starting a business in this country.
Mihai Cuc, Partner of Enescu & Cuc Law Firm www.RomanianLawOffice.com