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.