We can assist you in all steps within the Thai Limited Company Registration process including drafting and filing the Memorandum of Association, registering the company name and calling a Statutory Meeting. We can also assist you in obtaining any needed business licenses.
All companies must have at least three promoters who are to be the initial shareholders. There are governmental fees to be paid per share upon incorporation.
Objects of the Company are written in the Memorandum of Association (MOA). This is an important document that sets out a company’s fundamental principles and objectives at its time of incorporation. It is a legal requirement and should include essential details.
This document must be signed by all company promoters and directors on official forms with the corporate seal affixed. A MOA must also specify the company’s registered capital and share issue capacity, along with the names of its shareholders and directors.
A MOA must also establish that the company is a “juristic person,” meaning it is recognized as a separate legal entity. This is important because it means that the company’s debts are not the responsibility of its shareholders, and that any agreements between the company and third parties bind only the company. This is a major advantage of setting up a Thai limited company. It allows foreigners to have the majority of the voting rights and to be involved in management, while at the same time limiting their liability.
At least three natural persons must be the promoters (initial shareholders). The liability of shareholders is limited to the par value of the shares they have subscribed. The Company must have a head office located in Thailand together with the copy of House registration (Tabien Ban) number and Letter of Consent obtained from the land lord.
Once the company is registered it becomes a separate legal entity and is considered as an independent business. It can make agreements and commitments that are binding on third parties. However, any debts incurred by the company are the responsibility of the Company and not the shareholders.
The Company is required to prepare a financial statement every month and at the annual shareholders’ meeting it must be approved by the shareholders. The director must prepare a list of the shareholders holding shares at that time and a list of those who are no longer shareholders and submit it to DBD within fourteen days after the date of the last shareholders’ meeting.
In most cases, a company registration in Thailand requires that the business has at least the minimum registered capital required under Thai law. In order to evidence the injection of funds into a company, it is usually necessary for the shareholders to provide the Department of Business Development with a letter of certification from their bank. In some cases, particularly for foreign companies seeking to operate in sectors that require a Foreign Business License or promotion through the Board of Investment or that want to open a branch or representative office, the requirement may be more stringent.
The share structure of a Thai Limited Company must be defined in a memorandum of association filed with the application and during a statutory meeting. The number of shares must be specified along with their par value and paid up (shares can be constituted in cash or non-cash assets). Preferential vote rights and dividend allocations can be adjusted among the shareholders.
In order to establish a company in Thailand, you will need to convene a statutory meeting once the share structure for the company is identified and defined, the Memorandum of Association is approved and the Board of Directors and Auditor are elected. You will also need to submit an application to register the company within 3-months from the date of the Statutory Meeting together with the relevant Governmental fees.
During the process of preparing an application, you will be required to submit details of shareholders including their present and permeant address. You will also need to provide information pertaining to the company’s finance and business objectives.
Once the company has been registered, you will need to prepare an annual financial statement and submit it to the Department of Business Development (DBD), along with copies of all shareholder’s records. In addition, you will need to display a company name board in its head office and any branch offices within 30 days from the date of registration.