Set up your company without worrying about the process!
A Limited Company is currently the most sought-after business category in Thailand because of the simple process and protection it offers shareholders. The regulatory body tasked with the registration of Limited Companies is the Ministry of Commerce’s Department of Business Development. The set-up process takes around less than a week.
Thai Limited Companies summarized
Requires at least three shareholders
At least 51% of shares must be owned by a Thai national or entity
There must be at least one director
A minimum registered capital of 2 million Baht per work permit issued
A shareholder’s liability is limited to their initial investment in the company
How does company registration work? Easy.
1. Company name registration
2. Set up a corporate address
3. Sign all government forms with the corporate seal
4. Preparing necessary documents
5. Sign all government forms with the corporate seal
6. Company registration completed
Registering a company should take up to a week if all requirements are in order
Notes on Thai Limited Companies
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Shareholders:
Registering a private limited company requires at least three shareholders who will act as promoters for the venture. They must be a natural person and will be in charge of signing the registration forms throughout the process. Once the company has been registered with the Department of Business Development, shares can be transferred to Thai or foreign individuals and juristic persons.
Applicants must note that this company structure, Thai nationals or legal entities must hold 51% of the company’s shares or more. If this is not the case, the company is required to apply for a Foreign Business License from the Ministry of Commerce, who will determine the company’s eligibility based on its proposed business activities.
Nonetheless, it is still possible for foreigners to acquire majority voting rights in their company even if they are a minority shareholder depending on whether they hold ordinary or preferred shares.
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Directors
Shareholders must appoint at least one person to act as a director of the company. This person can be a promoter during the registration process and will be the primary signatory for all legal documents pertaining to the company. Foreign directors are required to obtain a valid visa and work permit in order to legally work in the company.
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Shareholder liability
A Thai limited company confines the liability of shareholders to their investment in the company. This, however, does not apply to directors during their tenure and within two years following their resignation.
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Registered Capital
The minimum required capital depends on how many foreigners will be involved in the company. Normally, the company must have a registered capital of 2 million Baht per foreigner working in the company to avail for a work permit.
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Post-registration obligations
Once the limited company has been formed and is operational, the company must follow accounting procedures that comply with the Civil and Commercial Code, Revenue Code, and the Accounts Act. A balance sheet and a profit & loss statement are to be submitted after each accounting period as well as an external audit. Failure to comply will incur penalties and fines.