Thailand Company Registration
Once you have the plan to do business in Thailand already, the next step is to create a business entity to operate your business. You can proceed for Thailand Company Registration with the Department of Business Development in order to allow you to run business here properly such issuing tax invoice/receipt, hiring staff, open bank account etc.
On this topic, we will explain about how to register a Thai Company Limited.
If you need to set up company limited with 100% of shares or the majority of shares owned by a foreign, you need to read our other page that talks about FBL Company.
In this matter, we are recognized as one the leading law firms that provides solution and advice on Thailand company registry and other corporate transactions as we are able to combine exceptional transaction skills with specialist expert in antitrust, employment, benefits, environmental, intellectual property, visa, work permit and tax.
This enables us to handle the numerous issues that can arise in a single corporate transaction.
We have an exceptional track record in every sector and particular strengths in highly regulated industries.
Table of Contents
In order for you to establish and set up your company in Thailand successfully, here are some of the important reminders you should consider:1. WHAT DOES A THAI COMPANY LIMITED MEAN? 2. THE INFORMATION NEEDED FOR THAILAND COMPANY REGISTRATION 3. THE PROCESS OF THAILAND COMPANY REGISTRATION 4. SOME ACTIVITIES MAY NEED AFTER SETTING UP A COMPANY IN THAILAND 5. DUTY OF THAILAND COMPANY
1. WHAT DOES A THAI COMPANY LIMITED MEAN?
Thai Company Limited means the company limited which has majority of share own by Thai. In short, 51% or more of the total shares should be own by Thai.
Even the company has only foreigner director and has no Thai director, it’s still considered as Thai Company Limited if the majority of shares is owned by Thai. (focus at share, not the director)
If the Company Limited need to have majority of the shares owned by foreigner, the company must apply and obtain the Foreign Business License.
You can see how the process is via FBL Company. This is more complicated and it takes more time (around 3-4 months) for all the process.
And some activities the MOC will not grant for FBL.
2. THE INFORMATION NEED FOR THAILAND COMPANY REGISTRATION
Before you register your business in Thailand, you must prepare the information as follows to be ready:
2.1 Company’s name
You must provide company name in Thai and in English.
2.2 House Registration of the Company’s address
This is for registered address of the company. You can provide only virtual address (a lot of virtual address service in Thailand).
If you don’t have the address yet, you can ask our law firm to provide address temporarily to register for you.
2.3 Registered Capital
You can tell the lawyers how much of registered capital you need.
Please be note that if you need to apply for working permit for the foreign director or other foreign staff after set up Thai Company, the Labor Department will require for 2 million Bath paid up registered capital per one work permit.
2.4 Copy of Thai ID card or Passport of the shareholders
In Thailand, we need at least 3 shareholders to form the company.
Please note that the Thai Company Limited needs at least one Thai shareholder to hold the share 51% of the total share.
2.5 Copy of Thai ID card or Passport of the Director
In Thailand, we need at least one authorized director to sign on behalf of the company.
This director can be Thai or Foreigner.
However, one thing you need to consideration about is if you need to register VAT, Social Security, Work Permit or obtain any license, your company must have Thai director as well.
Because after set up the company, the foreign director doesn’t have work permit yet.
So, when the company needs to apply for VAT, Social Security, Work Permit or obtain any license, the government office will not allow the foreign director to sign any document on behalf of the company.
So, the company must ask the Thai director to sign at this state.
2.6 Bank Letter of the Thai shareholder
If we set up the company with foreign shareholder or director, the Thai shareholder must provide the bank letter to prove about the money they have.
The amount of money on the bank letter must cover the shared value that they are holding.
Example: The company has registered capital 2 million and has par value 100THB per share. It mean this company has 20,000 shares. (20,000 shares x 100 THB = 2million).
And the Thai shareholder hold 51% of the total share. So, the bank letter of this Thai shareholder must have money at least 10,200 shares x 100THB = 1,020,000THB.
Tips: You can avoid to show the letter by set up the company without the name of foreign director and shareholder first.
Then you can add or change the foreigner name into the company later on.
3. THE PROCESS OF THAILAND COMPANY REGISTRATION
For setting up a company in Thailand, here are the general steps that needs to be taken.
1st step: Reserve the company name
The lawyers will use the name that you provided to reserve with the Department of Business Development.
After you submit, it needs to wait for approval around 2-3 business days.
2nd step: Prepare an application form
The lawyer will take around 1-2 days to prepare the application for Thailand Company Registration.
After finishing the preparation, the shareholders and director will sign on application form.
3rd step: Register a Thai Company Limited with Department of Business Development
The lawyer will bring all applications to register a Thai Company Limited with the Department of Business Development.
This process will be accomplished in one day and we will get all incorporation document certified by registrar as well.
The government fee for set up Thai Company is 5,500THB and for issuing the company documents is around 1,000THB.
4th step: Translation of Thailand Company Formation to English
Because in Thailand we use Thai language as our government language and we will get all Thailand Company Formation documents in Thai.
So, we need to translate it to English for our clients understanding.
4. SOME ACTIVITIES NEEDED AFTER SETTING UP A COMPANY IN THAILAND
After you setting a company in Thailand, some business may need more activities or other process to be done.
You should consult with lawyers for exact activity that your business needs. Here are some activities that you may ask your lawyer if you need to do or not
4.1 VAT Registration
First of all, if the company needs to apply for Work Permit, the company must register VAT.
Because the Labor Department need it when applying for Work Permit. And the company need to obtain VAT once the company has an income over 1.8 million Thai Bath per year.
Please note that some business has exemption to register VAT.
4.2 Social Security Registration
If the company starts to have at least one employee, the company is required to register for Social Security and submit contribution fund every month.
4.3 Open Bank Account
The company can open bank account in the name of company and also apply for Internet banking that makes your financial transaction easier.
4.4 Applying for Business License
Some business in Thailand cannot operate after you’re done with setting up the company.
You must obtain the license under the company’s name before you start operation (some license you need to have primary start then can obtain the license).
Some examples are travel and tour business, hotel business, restaurant business etc.
You can consult our lawyers for more detail.
5. DUTY OF THAILAND COMPANY
Even your company has not started operations yet, but your Thailand Company must have duty as follows:
- Submit half year report or what we call Phor.Ngor.Dor.51 form
- Submit Yearend and Auditor report
If the company started the operations already, here are some activities that may need to be taken:
- Submit monthly VAT Report
- Submit monthly withholding tax report
- Submit Social Security Contribution report
All of these duties can be done by professional accountant.
Conclusion: Thailand Company Registration
Thank you for taking your time to read our guidelines for Thailand Company Registration.
We hope you have a clearer picture on how Thai Company Limited structure looks like and how the flow of process for forming a Thai Company Limited.
If you are in doubt or still have any question, please feel free to contact our firm.
We have many years of experience in helping a foreigner start a business in Thailand and we are always on standby to help you start business in Thailand as well.
We value the fact that the success and growth of our clients is our success and growth as well.
So, we would like to be part of your success story for running business here in Thailand.