LEGAL GUIDE Thailand Company Registration

Thailand Company Registration Legal Guide

GENERAL GUIDELINES The need for promoters

Promoters are needed for registering a prospective company with the Ministry of Commerce of Thailand (MOC). These promoters must be natural persons who are at least 20 years of age and capacitated to sign documentation during the registration process.

Various business types require different numbers of promoters for business registration purposes. A minimum of

3 promoters is needed for a private limited company, while public limited companies require at least 15 promoters. The promoters are considered as the company’s initial shareholders. However, they are allowed to transfer their shares sometime after the registration. REGISTRATION PROCESS Corporate Name Reservation A promoter submits a Name Reservation Form to the Department of Business Development of the MOC. The request must bear a first choice and two alternative company names. The name of the company to be formed must not be the same as any other existing business entity. There are also ministerial rules which must not be violated when choosing a name for a company. A successfully reserved name is valid for thirty (30) days. However, an extension of thirty (30) days can be filed before the expiration of the initial 30-day period. FILING OF THE MEMORANDUM OF ASSOCIATION The Memorandum of Association (MOA) is filed with the Commercial Registration Department after the name for the company is successfully reserved. The memorandum must show the following information:

1. The reserved name; 2. Company address; 3. Business objectives; 4. Capitalization information (number of outstanding shares and par value). At the formation stage, the

authorized capital need not be fully paid up, but must be issued; 5. The names of all the promoters and their personal details.

Thailand Company Registration Legal Guide

CONVENING A STATUTORY MEETING Once the share structure has been defined, the promoters are called to a statutory meeting. The business of the meeting must include the following:

1. The adoption of the Articles of Incorporation (AOI); 2. Ratification of the promoters’ accounts and expenses incurred

during the formation of the company; 3. Fixing of the promoters’ remuneration; 4. Fixing of the number of preferred shares to be issued, and the

nature and extent of the preferential rights accruing to them; 5. Fixing the number of ordinary shares or preferred shares to be

issued as fully or partially paid-up other than in money, as well as the amount up to which they shall be considered as paid-up;

6. Appointment of the initial directors and auditors, and the determination of their respective powers.

Thai laws require that a company have at least one director, who may either be a Thai or foreign national. After the directors are named, the promoters shall turn over the business to them. REGISTRATION OF THE COMPANY Within three months from the date of the statutory meeting, the directors are required to formally submit the application for the establishment of the company. The registration fee if 50 baht per 100,000 baht of registered capital. However, the minimum fee must be 500 and the maximum is 25,000. While the law does not require minimum capitalization figures, the initial capital must be reasonably adequate for the intended business operation. Effective June 2008, company registration may be accomplished in a day, provided all the necessary documents are completely submitted. TAX REGISTRATION Businesses subject to taxation must obtain a tax ID number and card from the Revenue Department within 60 days of the company’s incorporation or the start of operations. Businesses earning more than 600,000 Thai baht per annum must register for VAT within 30 days of the date they reach the 600,000 sales mark.

Thailand Company Registration Legal Guide

OOUURR LLOOCCAATTIIOONNSS BANGKOK

Siam Legal (Thailand) Interchange 21 Bldg.

Tel : (66)2 – 259 – 8100

PHUKET Siam Legal (Phuket) at Laguna

Tel : (66)76 – 326 – 322

CHIANG MAI Siam Legal (Chiang Mai) Changkran Plaza

Tel : (66)53 – 818 – 306

PATTAYA Siam Legal (Thailand) PattayaNua Road

Tel : (66)38 – 370 – 786

LOS ANGELES Siam Legal (Thailand) 1123 N Vine Street

Tel : 1 – 877 – 252 – 8831 (Toll Free)

LONDON Siam Legal (Thailand) 2nd Floor 145-157 St. John Street London

Tel : 0207 – 101 – 9301 0845 – 273 - 3860

Siam Legal International Copyright© 2013 Interchange 21 Building, 23rd Floor, 399 Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110

Website :www.siam-legal.com :: email : info@siam-legal.com