Before registering a business in Thailand, you need to identify first which form of business structure is applicable for your business activities.
A Thai Limited Company is the most popular form of business structures in Thailand. Not only are the shareholders’ liabilities limited to the amount unpaid on the shares they possess, but a Thai Limited Company also allows separation between investors and management. In setting up a Limited Company you are required to have 3 promoters. There must be at least 2 Thai partners who would own the majority shares which is 51% and the foreigner could own 49%. The minimal capital requirement to incorporate a Thai limited company is 2 million baht. This is required in order to support a work permit for foreign employee. When registering a limited company, at least 25 percent of the subscribed shares must be paid up.
Aside from the minimum of three promoters, setting up a Thai Limited Company also requires filing of a memorandum of association, convene a statutory meeting, register the Thai Limited Company, and obtain a company income tax identity card. They must also follow accounting procedures specified in the Civil and Commercial Code, the Revenue Code and the Accounts Act. A balance sheet must be prepared once a year and filed with the Department of Revenue and Commercial Registration. In addition, companies are required to withhold income tax from the salary of all regular employees.
Registration of a Thai Limited Company usually takes 2-3 weeks, including the registration of the company name and locating a corporate headquarters.
For the process of setting up a Thailand limited company:
- The Thai limited company name reservation must follow the guidelines of the Business Development Office in the Ministry of Commerce amongst other guidelines
- The Thai limited company must convene a statutory meeting to make all the appointments
- The minutes of the Statutory Meeting and the Memorandum of Association must be filed with the Ministry of Commerce
- The Ministry of Commerce will then issue a company certificate which officially establishes the company
- All companies in Thailand have to be registered for tax purposes
The following documents will be required in the registration of the Thai Limited Company:
- client intake form
- a copy of the first page of the house registry book of your corporate headquarters
- foreign passports or Thai ID card of all shareholders and/or directors of your company
See also Setup a Business in Thailand.