Thai Limited Company Registration is a key step in establishing your business. This process involves filing a Memorandum of Association, holding a statutory meeting, and registering your company with the government for tax purposes.
The MoA contains the company name, its province of registered office, its objectives and the share structure. It must be signed by the promoters.
Choosing a Company Name
One of the first steps in registering a Thai limited company is to choose and reserve a company name. The company name must be unique and not resemble any pre-existing names. It typically takes just one business day for the Department of Business Development to approve a company name, which is then reserved for 30 days.
Ideally, you should propose three possible names that would be suitable for your company, ranked by preference. A good company name should be easy to pronounce, not misleading, risque or overly political. It is also important to have two back-up names in case your chosen name is rejected for any reason. Once you have the company name approved, it must be used on all company documents. You must also obtain a company chop, which is similar to a signature stamp and is used to certify official documents.
Filing the Memorandum of Association
The first step in registering a Thai limited company is filing the Memorandum of Association. This document includes the company’s name, business objectives, the province where it will be activated, a statement that the liability of shareholders is limited and the amount of capital deposited.
The MoA must be signed by the promoters in two original copies. It must also contain a list of shareholders with their signatures and details. In addition, it must include the company’s minimum initial deposit of 1 million baht. Once this is done, the company may open a bank account at a leading Thai commercial bank. It must also register for VAT if it is liable to do so. It must also display a company name board at its head office and any branch offices.
Holding a Statutory Meeting
A statutory meeting is required to be held once the share structure for a Thai limited company has been defined, the Memorandum of Association and the Articles of Association have been approved, and Directors and an Auditor have been elected. The statutory report must be presented to the shareholders at this meeting.
This report should include the company’s name, business objectives, province of its registered office, declaration that the liability of the shareholders is limited, and the amount of shares subscribed by each shareholder. The statutory report should also be certified by two promoters.
A person who defaults in filing the statutory report or conducting the statutory meeting may be fined under section 165 of the Companies Act. The court can also order a compulsory winding up of the company under section 433 of the Act.
Obtaining a Corporate Tax ID
After registering the company at the Department of Business Development (DBD) and within 60 days of beginning operations, the company must file for and obtain a corporate tax ID. The type of tax required depends on the type of business chosen by the company. Our agents specializing in the formation of companies in Thailand can provide entrepreneurs with more information on this requirement and that related to the minimum share capital and VAT registration.
This step enables third parties such as investors, banks and private money lenders to examine the company’s status and financial state. It also makes the company a juridical person separate from its shareholders and allows it to enter into contracts that legally bind the corporation but not the shareholders. During this meeting, the company directors and auditors are appointed.
Obtaining a Business Registration Certificate
A company in Thailand must register for corporate income tax and value added tax within 60 days of the statutory meeting. It also has to register with the Revenue Department if it expects its annual revenues to exceed the threshold of THB 1.8 million for VAT registration. Our specialists who specialise in Thai company formation can provide entrepreneurs with more details about these requirements and the specific steps for registering a Thai limited company.
In general, a Thai limited company should have at least two shareholders. Foreigners can own up to 49% of the company if the company is registered in accordance with an appropriate treaty. The company must also keep books and follow accounting procedures according to the Civil and Commercial Code and the Business Development Department regulations.