Posts in category: Corporate

A Limited Company is a legal entity that can be operated for a long period of time. Normally, it cannot be dissolved easily. The first step is to reserve the name of the company. This can take a few days to complete. Then, a statutory meeting must be conducted.

Choosing a Company Name

One of the first steps in registering a business is choosing a company name. It should be unique and represent what the business does. It should also be easy to pronounce for non-English speakers. The company name should not be related to the names of governmental units or the royal family. It should also not be against public morals.

Once the company name is chosen, a statutory meeting must be held. During this meeting, the company charter and articles of association are drafted. Moreover, the responsibilities of directors and auditors are assigned at this time. In addition, it is mandatory for a limited company to have its head office located in Thailand along with a copy of house registration (Tabien Baan) number and Letter of Consent obtained from the landlord.

Memorandum of Association (MOA)

When it comes to setting up a limited company in Thailand, it is essential to prepare a Memorandum of association (MOA). This document outlines all the important details about the business, such as its financial state, shareholders list, and directors. It also ensures that the company is registered in accordance with the law and is a trustworthy investment for both investors and third parties.

One of the main requirements for a limited company is its capital requirement, which must be at least 1 million baht. The company must also have at least four local employees for each foreign worker employed, if it wants to apply for a work permit. The MOA is filed with the Department of Business Development along with a stamp duty of 200 baht. It also includes a statement of the company’s objectives and principles at the time of its formation.

Articles of Association (AoA)

A Thai company’s articles of association are a public document that outlines how the company will be run, governed, and owned. The articles can put restrictions on the company’s powers – for example, they can prohibit the directors from pursuing certain courses of action without shareholder approval. Your corporate lawyer in Thailand can help prepare the documentation and submit it to the Ministry of Commerce.

The documents should include information about the company’s structure, including details of its directors and shareholders. They should also contain a description of the purpose of the company. This is important because it demonstrates that the company has a clear purpose and will be sustainable for the long term. The documents are also enforceable against third parties, unlike private Shareholder Agreements.

Conduct a Statutory Meeting

Once the MOA has been approved by DBD, the company must hold a statutory meeting. This meeting is a crucial step in the drafting of the company charter. It will contain information such as the company name, address, intended scope of business activities, the number and type of shares issued, the signatures and details of shareholders, and a declaration that the liability of the shareholders is limited.

The company must also arrange annual shareholder meetings and submit accounts to the registrar. If a company fails to meet these requirements, it may lose its right to register. In addition, a foreign company cannot purchase land in Thailand without the cabinet’s approval. Moreover, a foreign director must retire at least once every three years. This requirement is subject to future changes in the law.

Company Registration Proper

In Thailand, the registration of a Limited Company is an important step. This process includes the reservation of a company name (in accordance with the guidelines set by the Department of Business Development) and convening a statutory meeting. This meeting should include details of the company’s shareholders, address, and registration number, intended scope of business activities, province of registered office, declaration that the liability of the directors is limited, and a list of members.

Our team of proficient lawyers, fluent in English, possesses extensive expertise in assisting entrepreneurs throughout the company registration process in Thailand. We also offer guidance on work visas and immigration matters. Our goal is to simplify and expedite the process for you, ensuring full compliance with Thai law.

Company registration in Thailand is a long process with many steps. A legal advisor can help you get your business up and running quickly and stay legal once you’re in business.

The company name must be different from an existing registered Thai or foreign business and must end with “limited.” A registrar may reject the application if it’s too similar to another name.

Basic Requirements

If you want to set up a company in Thailand, you must first reserve the name of your enterprise with the Department of Business Development (DBD). The names must end with ‘limited’ and cannot be identical to or similar to other registered companies. Also, certain terms are prohibited, such as the word investment or capital.

The next step is to draft a Memorandum of Association, which includes the company’s business objectives, capital, number of shares, and the names of promoters. You must have at least three promoters for a private limited company and fifteen for a public limited company.

After drafting the document, you must deposit the necessary minimum share capital and pay stamp duty. You will also need to open a bank account for your company and obtain any other sector-specific licenses required by the government.

Thai Limited Company

A limited company is the most popular business structure for foreign investors in Thailand. It is a legal entity that has its own rights and obligations separate from its shareholders, which makes it easy to manage. It also allows for a wide range of ownership options and is more flexible with respect to working permit requirements. In addition, it offers the protection of limited liability to its shareholders, which means that any agreements or commitments made by the company do not bind the shareholders personally.

When setting up a Thai limited company, there are several steps that must be followed. The initial promoters must file a memorandum of association, convene a statutory meeting and register the company. The company must also open a bank account and apply for its tax ID card.

Thai Representative Office

A representative office is a commonly chosen option for foreign companies seeking a non-trading legal entity. This form allows complete ownership by the foreign company and functions as a unified legal entity that serves as an extension of the headquarters. While it cannot generate income within Thailand, it can provide reports on business trends in the country to the head office.

A law firm can provide assistance in preparing the necessary documents required for establishing a representative office in Thailand. These documents include a notarized copy of the representative’s passport and proof of non-immigrant status. It is essential for these documents to be notarized and certified by the relevant Thai embassy or consulate before being submitted to the commercial register.

Typically, a representative office is exempt from taxes, but it must allocate a minimum of Baht 3 million as operating expenditure within the country. This capital injection needs to be completed during the initial year of operation.

Thai Partnership

If you’re planning to set up a business in Thailand, it’s important to understand the different types of structures available. Choosing the right structure depends on the size and nature of your business, and it also has implications for taxes. Depending on your objectives, you may want to consider a partnership or a limited company.

Ordinary partnerships are a form of association where all partners are jointly and unlimitedly accountable for the partnership’s obligations. They can be unregistered or registered. Registered ordinary partnerships are treated as juristic entities for tax purposes.

Foreign investors can also establish a representative office or branch office in Thailand. These non-trading companies cannot earn revenue, but they can conduct market research and promote products. They can also collaborate with local companies to gain access to resources and expertise.

US-Thai Treaty of Amity

The US-Thai Treaty of Amity allows Americans to form a business in Thailand. However, the company must be a limited company with a minimum of 2 million baht in capital to receive protection under the treaty. This is a substantial amount, especially since violations of Thai business regulations are punishable by criminal penalties.

The US-Thai Treaty of amity provides a range of benefits for American investors, including the ability to maintain majority ownership of the company. It also grants national treatment, which means that US companies are exempt from the restrictions of the Foreign Business Act. To apply for the treaty, the business must submit a notarized copy of each owner’s passport or birth certificate and provide documents that establish that the company meets the requirements of the treaty.

If you are considering company registration in Thailand, we encourage you to reach out to us. Our team is well-equipped and experienced in assisting foreign companies with their registration needs. We can provide comprehensive guidance and support throughout the process, ensuring a smooth and efficient establishment of your business. Don’t hesitate to contact us for personalized assistance tailored to your specific requirements. Let us be your trusted partner in navigating the complexities of company registration in Thailand. We look forward to hearing from you and helping you achieve your business goals in this vibrant market.