Company Registration in Thailand

Updated on Monday 25th January 2021

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Foreign businessmen who wish to open a company in Thailand need to register it, according to the Thai Company Law. First of all, every investor should choose the type of company he wants to establish in Thailand, and here we mention the private limited companies, the sole proprietorships, the public limited companies or the limited and unlimited partnerships. Secondly, investors should know whether they are required to register the business. There are a number (albeit few) types of businesses that do not require commercial registration. Some examples include charity or religious businesses, businesses belonging to foundations or associations. Stall businesses are also exempt from commercial registration requirements. 

In order to receive information and guidance when you wish to register a company in Thailand, it is recommended to ask for help from our specialists in company registration in Thailand.

Understanding the requirements before commencing the process is important for foreign investors, regardless of the business field in which they activate. The language can be a carrier for company formation in Thailand by many foreign entrepreneurs and this is why it is advisable to seek professional assistance, like that offered by our team.
 

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:
  1. the company name: businesses must have a unique name, one that does not include certain terms.
  2. 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.
  3. the constitutive meeting: this is held by the shareholders after the registration for the purpose of adopting the Memorandum of Association.
  4. the actual registration: the application is submitted to the Ministry of Commerce once the Memorandum is complete and the documents are prepared.
  5. 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.

No matter the type of business you wish to have in the country, it is recommended to ask for help and guidance from our specialists in company registration in Thailand.
 

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.

We invite you to watch the following video on company registration in Thailand:


 

Average fees for company registration in Thailand


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.

We invite you to get in touch with our company formation experts, if you need extra details or information about company registration in Thailand.
 
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.
 
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. 
 
The Thailand Board of Investment is the governmental agency responsible for the promotion of foreign 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.


Companies in Thailand

 
There are two types of corporations in Thailand for which the aforementioned registration provisions are relevant and mandatory. Other types of businesses, such as partnerships and sole traders, are also required to comply with relevant requirements, however, the corporations remain the preferred business forms and thus the registration requirements for these are of special interest to investors.
 
The private limited company in Thailand can be incorporated by at least three founders or promoters and each founder is required to subscribe for at least one share (the founders may be Thai or foreign residents).
 
The Public Limited Companies Act provides essential information on the registration and the requirements for public limited companies. According to law, the public limited company is incorporated with the purpose of offering its shares to the public, as opposed to the private limited company which cannot make its shares public. It is suitable for larger corporations as it can be incorporated by fifteen or more natural persons. For this type of company, at least half of the founders/promoters must be Thai residents.
 
Both the public and the private company can issue common or preferred shares, however, there is a requirement that does not allow for the use of non-voting shares. In the case of the private limited company, the share certificates can be bearer ones, however, these can only be issued for fully-paid up shares. In the case of the public limited company, no bearer shares are issued. For the public company, the Act clearly states that each share will have an equal value and there are also conditions for selling shares at a price that is higher than the registered par value or a price lower than its registered par value. Shares are indivisible.
 
Because the public limited company offers its shares to the public, it is subject to different requirements in terms of accounting and auditing, in some cases. The shares are offered to the public in accordance with the securities law and the securities exchange laws. Our Thailand company formation agents can provide more details about these requirements.
 
Special requirements apply in the case of branches in Thailand. These must comply with the condition of being an economic benefit to the country and follow a non-compete principle with Thai operations. The formation of a foreign company branch is subject to obtaining a foreign business license and part of this approval may also be based on the branch’s ability to bring a minimum working capital. Our agents can give you more details about the registration of the branch and the main differences that are in place compared to the registration of a resident company in Thailand.
 
Entrepreneurs who wish to know more about the process of company registration in Thailand, the requirements for foreign investors and the limitations that apply in the case of foreign company ownership can contact us. 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.