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Business and Company Registration in Thailand

Nov 26, 2007
In the Kingdom of Thailand, registration as well as conducting of business is governed by a number of laws. Some of the most popular forms of business set ups in Thailand are sole proprietorship, partnership business, joint ventures, branches of foreign companies, and limited companies including public limited companies and private limited companies.

A sole proprietorship is a kind of business set up that can be owned by only one person with unlimited liability. This type of set up is subject to certain kinds of legal actions. Unless included under the United States-Thailand Treaty on Amity and Economic Co-operation, a foreigner is not permitted to start a sole proprietorship business in Thailand.

When comes to partnership business, Thailand allows three types of business such as unregistered ordinary partnerships, registered ordinary partnerships, and limited partnerships. Since it is not promoted by the Board of Investment (BOI), partnership business is seldom operated by foreign investors.

A public limited company in Thailand offers shares for sale through the Stock Exchange of Thailand (SET.) But, a host of legal requirements must be complied with the Public Limited Company Act for starting a public limited company. For instance, half of the promoters must be Thai nationals and there must be at least 15 promoters for the Memorandum of Association.

Private limited companies are the most popular type of business set ups in Thailand. A foreigner can easily set up a private limited company. However, according to the Foreign Business Act, there are certain businesses that cannot be started by a foreigner on a majority basis.

Laws pertaining to the establishment of a private company in Thailand are governed by the Civil and Commercial Code, the Revenue Code, and the Accounts Act. Private limited companies are akin to western corporations and are regarded as one of the most prominent vehicles to set up a permanent business in the country. Establishment and registration of a private limited company involve certain important steps.

Foremost is the reservation of corporate name for your company. However, the name you have chosen or reserved for your company should not be same or similar to the corporate name of other companies. According to the law, certain names are not allowed as the company name. One can lean guidelines provided by the Commercial Registration Department in the Ministry of Commerce for reserving a company name. Filing of Memorandum of Association with the Commercial Registration Department is the next step in the incorporation of a private company.

Memorandum of Association must include the company's reserved name, location of the company, business goals, share capital amount as well as how it is divided, and names of seven promoters who sign this document. Once the Memorandum of Association is registered, a government fee of about 0.5% of the registered capital must be paid. Then, a statutory meeting of all shareholders must be convened, in which the bylaws as well as articles of incorporation are approved and the board of directors and auditors are selected.

After this, the directors must file their application for the establishment of the company, within 90 days from the date of the statutory meeting. When the application is filed, a government fee of Thai 5,000 baht, which may go up to a maximum of 250,000 baht, must be paid. It is mandatory that within 60 days of the incorporation of the company should register for income tax and receive a tax ID card and a number for the company from the Department of Revenue.

Above all, once the company is incorporated and has successfully started its operation, it is required to maintain accurate books of accounts as per the Accounts Act, the Civil and Commercial Code and the Revenue Code. Accounting documents can be prepared in any language, however with a Thai translation.

Company formation and registration in Thailand offer some obvious benefits. One of the prime advantages is that the law does not entail any minimum capital requirement for establishing a business set up. Another benefit is that the Board of Investment (BOI) of the country renders a multitude of incentives to promote and encourage company formation in Thailand. As it is a founder member of the ASEAN (Association of Southeast Asian Nations), the country provides access to a prospective ASEAN market.

A myriad of specialist consultancy firm coupled with the services of attorneys are in the scenario to help you with the processes involved in company incorporation and registration in Thailand. They help you deal with a number of activities pertaining to the registration of company such as selection of appropriate company name, financial consulting, legal consulting, drafting company by-laws and business objectives, preparation and filing of the Memorandum of Association, registering Corporate Tax and VAT, creating company logos and seals, and more.
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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