Registering a company in Thailand can be a straightforward process if you have a clear understanding of the requirements and procedures involved. This step-by-step guide aims to provide you with the necessary information to successfully register a company in Thailand and embark on your business venture in this vibrant country.
- Choose the Type of Business Entity
- Go for Name Reservation
- Prepare Articles of Association
- Obtain Necessary Licenses and Permits
- Tax Registration
- Work Permits and Visas
Choose the Type of Business Entity
When deciding on the type of company to establish in Thailand, you need to consider several factors, including your business objectives, the industry you’re operating in, the level of control you want to have, the level of liability you’re willing to assume, and the amount of capital you plan to invest. Here are the main types of companies you can choose from in Thailand:
Sole Proprietorship
This is the simplest form of business and is owned and operated by a single individual. It offers complete control but also makes the owner personally liable for all debts and obligations.
Partnership
A partnership is a business owned and operated by two or more individuals. There are two types of partnerships in Thailand: registered ordinary partnerships and registered limited partnerships. In both cases, the partners are jointly and personally liable for the partnership’s obligations.
Limited Company
A limited company is a separate legal entity from its shareholders, offering limited liability. There are two types of limited companies in Thailand: private limited companies (Co., Ltd.) and public limited companies (Public Co., Ltd.). A private limited company requires at least three shareholders and restricts the transfer of shares, while a public limited company can offer shares to the public.
Representative Office
If you only want to conduct market research or coordinate activities on behalf of your foreign company in Thailand without engaging in profit-generating activities, you can establish a representative office. It’s not considered a separate legal entity and has limited activities.
Branch Office
If you want to establish a physical presence of your foreign company in Thailand and engage in profit-generating activities, you can set up a branch office. It operates as an extension of the foreign parent company and has no limited liability.
Regional Operating Headquarters (ROH)
This type of company is suitable for multinational corporations wanting to coordinate and manage their operations in the Asia-Pacific region from Thailand. ROHs enjoy tax benefits and other incentives.
When deciding on the right type of company, it’s advisable to consult with a lawyer or an experienced business consultant who can provide guidance based on your specific circumstances, objectives, and industry requirements. They can help you navigate the legal and regulatory framework in Thailand and ensure compliance with the relevant laws and regulations.
Determine the type of business entity that best suits your needs. The most common options for foreign investors in Thailand are a private limited company (Co., Ltd.) or a representative office.
Go for Name Reservation
To reserve a company name in Thailand, you will need to follow the steps outlined below:
Check Name Availability
Before proceeding with the name reservation, you should ensure that the desired name for your company is available. You can check the availability of company names through the Department of Business Development (DBD) website or by visiting their office in person.
Prepare Required Documents
To reserve a company name, you will typically need the following documents:
a. Name Reservation Form: Obtain a copy of the Name Reservation Form from the DBD or download it from their website. Fill in the required details, including the desired company name and alternative names.
b. Identification: Provide a copy of your identification document, such as a passport or identification card.
Submit the Application
Once you have completed the necessary documents, you can submit your application for name reservation. You can do this by either visiting the DBD office in person or submitting the application online through the DBD’s e-services platform, if available.
Pay the Fee
There is usually a fee associated with a name reservation. Ensure that you pay the required fee either at the time of submission or as instructed by the DBD.
Await approval
The DBD will review your application and check the availability of the requested name. If the name is deemed available and complies with the relevant regulations, it will be reserved for you.
- Obtain the name reservation certificate: If your name reservation application is approved, you will be issued a name reservation certificate. This certificate confirms that the requested name has been reserved for a specific period, usually 30 days.
It’s important to note that the specific procedures and requirements may vary, so it is advisable to consult with the Department of Business Development or seek professional assistance to ensure compliance with the current regulations and processes in Thailand.
Once you are done with the above steps, you must complete the following activities:
Determine Shareholders and Directors
- Determine the shareholders and directors of the company.
- For a private limited company, a minimum of three shareholders is required, and at least one director must be appointed.
Estimate the Minimum Capital Requirement
- Determine the amount of registered capital for your company.
- In Thailand, there is no fixed minimum capital requirement, but it should be reasonable and sufficient to support the proposed business activities.
Acquire Office Space and Registered Address
- Obtain office space or a registered address for your company in Thailand.
- The registered address will serve as the official address for communication and legal purposes.
Prepare Articles of Association
To prepare articles of association for a company in Thailand, you need to follow the legal requirements and procedures outlined by the Thai government. Here is a general guide on how to do it:
Understand the Legal Framework
Familiarize yourself with the legal provisions governing the establishment of companies in Thailand. The primary legislation regulating companies is the Thai Civil and Commercial Code, as well as the Public Limited Company Act or the Private Limited Company Act, depending on the type of company you are forming.
Company Type
Determine whether you want to register a public limited company or a private limited company in Thailand. The requirements and procedures may vary depending on the company type. Consult with a corporate lawyer in Thailand to decide which company type suits your needs.
Draft the Articles of Association
The articles of association outline the internal regulations and governance structure of the company. It typically includes details such as the company’s name, registered address, objectives, share capital, shareholder rights and obligations, board of directors, meetings, etc.
Seek Professional Assistance
Engage a corporate law service provider in Thailand with expertise in Thai company law to register a company in Thailand. They can guide you through the process, ensure compliance, and assist in drafting the articles of association. While it is possible to prepare the articles of association yourself, professional assistance can help avoid errors and ensure accuracy.
Shareholder Meeting
Convene a meeting with the initial shareholders to discuss and agree on the contents of the articles of association. Obtain their consensus on matters such as the number of shares, share classes, voting rights, profit distribution, and any other important provisions.
Register with the Department of Business Development
Once the articles of association are finalized, register your company with the Department of Business Development (DBD) at the Ministry of Commerce in Thailand. Prepare the necessary application forms, including a certified copy of the articles of association, and submit them along with the required fees.
Approval and Registration
The DBD will review your application and the articles of association. If everything is in order, they will approve your company registration. You will receive a company registration certificate indicating that your company is legally established in Thailand.
Compliance
After company registration, ensure that you comply with all relevant legal requirements, such as filing annual financial statements, holding regular meetings, and maintaining statutory records.
After preparation of the Article of Association and Company Registration approval from the Department of Business Development, you have to complete the following steps before starting your operations:
Obtain Necessary Licenses and Permits
- Identify if your business requires any specific licenses or permits based on the nature of your operations.
- Some industries, such as banking, insurance, and certain services, may have additional regulatory requirements.
Tax Registration
- After your company is registered, you must apply for tax registration with the Thai Revenue Department.
- Obtain a tax identification number and understand the tax obligations and reporting requirements for your business.
Work Permits and Visas
- If you plan to work in Thailand, you may need to apply for work permits and visas for yourself and any foreign employees.
- Consult with the Ministry of Labor or engage the services of a professional agency to assist with the work permit application process.
To register a company in Thailand, you must do careful planning, adhere to legal procedures, and get familiar with the regulatory framework. By following this step-by-step guide, you can navigate the process with greater ease and set the foundation for your business success in Thailand. Remember to consult with legal and business professionals in Thailand to ensure compliance with local laws and regulations throughout the registration process.
To get all solutions at a single point, email us at [email protected]. Our team of corporate law and accounting professionals will get back to you within one Thai working day.
