How to Register a Thai Limited Company

Since individual foreigners cannot own 100% of any businesses in Thailand, Thai Limited Companies are the most common legal structure used for doing business in Thailand. If you have a good lawyer, it will be extremely easy and fast to setup. A Thai Limited Company has to consist of a minimum of 3 shareholders and a Director. This number was changed down to 3 from 7 in July 2008. Thailand’s 1999 Foreign Business Act is where you can find most laws concerning foreign ownership of business. Despite what many may think, the Thai legal system regarding businesses and tax is moulded in the same fashion as that in most of Europe and the USA. If you are familiar with any of those systems, you will find it comfortable to work in.

For your Company to remain a Thai Limited Company, your proportion of shares should never exceed 49%. However, have no fear – you can still be the sole Director with full decision-making power.

Here is how you can set up your business (Be sure to use a reliable Lawyer)

Step 1: Reservation of a Company Name

All Thai Limited Company names must follow the guidelines of set forth by the Ministry of Commerce to make sure that no names are immoral, similar to other companies or misleading. You will have to submit 3 possible names in order of preference and you’ll receive notice of approval in 3 days.

Step 2: Filing a Memorandum

The Memorandum of Association of the company should be filed with the Registrar of Companies. This Memorandum includes: New company name, province, business objectives, registered capital and the names of three promoters. The MOA must be signed by 3 shareholders.

Step 3: Hold Statutory meeting

By law, 1 Million Thai Baht is the minimum capital requirements for a Thai limited company. If you require a work permit, then you must register capital of at least 2 million Thai Baht, and an additional 2 million for each additional work permit needed for your company (up to a limit). A Statutory meeting must be held to approve the Articles of Association and also to appoint the Board of Directors and the auditor.

Step 4: Official Company Registration

An application for official registration with the Thai government must be submitted within 3 months after the statutory meeting.

Step 5: VAT or SBT Registration

Within 60 days after either the incorporation of your company or the start of operations, you will need to obtain a tax I.D. card and register for Value Added Tax or Specific Business Tax.

With the aid of your lawyer, this process can be smooth and stress-free.

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