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Company Establishment in Thailand

Jun 20, 2008
Considering a private limited company, the Memorandum of Association and the Articles of Association sets forth the rights and responsibilities for the shareholders. Shareholders enjoy limited legal responsibility, up to the remaining unpaid amount of the par value of their shares. A minimum of seven shareholders is needed at all times. Foreigners may wholly own a private limited company, but if they take part in business activities reserved for Thai nationals their participation is permitted only up to 49 percent. For establishing company in Thailand categorized under private limited company, the registration fee is 5,500 baht per million baht of capital.

Public limited companies, subject to compliance with the prospectus, approval, and other necessities, offer shares, debentures and warrants to the public and may apply to have their securities enrolled on the Stock Exchange of Thailand (SET). A minimum of 15 promoters is needed for the formation and registration of the memorandum of association of a public limited company, and the promoters must keep their shares for a minimum of two years before they can be transferred. The Board of Directors must have at least five members, a minimum of half of who are Thai nationals. The registration fee is 2000 baht per million baht of capital for establishing company in Thailand, which comes under public limited company.

Partnerships are another thing to look into. Thai and Western concepts of partnerships are broadly similar. Thailand provides for three general types of partnerships. Unregistered ordinary partnerships, which comes first in line, in which all partners are jointly and wholly liable for all obligations of the partnership. The next one is registered ordinary partnerships, with the partnership becoming a legal entity, separate and distinct from the individual partners. The final one is limited partnerships with partner liability limited to the amount of capital contributed to the partnership.

A joint venture may be put down in accordance with general practice as a group of persons or companies settling on an agreement so as to conduct a business together. It has not yet been accepted as a legal entity under the Civil and Commercial Code but has been identified under the Revenue Code, which classifies it as a single entity.

The Ministry of Industry administers The Factory Act, which applies to factory construction and functioning, as well as safety and pollution-control requirements. In some cases, factories do not need licenses, in other instances, the requirement is simply to notify officials in advance of start-up, and in some cases licenses are needed before commencing operations. Licenses are valid for five years, and are renewable.

Thailand recognizes three kinds of intellectual property rights: patents, trademarks, and copyrights.
The Patent Act safeguards both inventions and product designs and pharmaceuticals. The Copyright Act gives the necessary cover for literary, artistic works, and performance rights, by making it unlawful to reproduce or publish such works without the owner's permission. The Trademark Act applies to registration of, and provides protection for, trademarks.

The Alien Occupation Law necessitates all foreigners working in Thailand to acquire a Work Permit before beginning work in the Kingdom, except when they are applying under the Investment Promotion Law, in which case they have 30 days to apply. Non-Immigrant visas give the holder with eligibility to apply for a work permit, and enable the holder to work during the consideration of the work permit application. If you have the required knowledge about establishing company in Thailand in terms of the laws and regulations, you have a great chance to succeed.
About the Author
For nearly 30 years, Bamrung Suvicha Apisakdi Law Associates (BSA Law) has focused on providing reliable legal advice and services to the Thai and foreign business community in Thailand. We provide international standards of legal services while retaining the customs of the Thai business culture
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