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.