Company Registration Certificate in Thailand

Establishing business entities in Thailand is formed under and regulated by the Thai Civil and Commercial Code (“CCC”) and utilized as the vehicle for conduct of business while for foreign-owned and registered entities looking to extend an arm or have legal presence in Thailand through a Regional Office, Representative Office or Branch Office may apply for permit to operate in Thailand under the Foreign Business Act (1999). 

Under the CCC, there are 2 main types legal entities that can be formed under the CCC and this is “Partnerships” and “Limited Liability Companies (whether private that cannot conduct public offerings or a public company that may raise funds from the public). However, our article here will aim to provide you with information on the most common and preferred type of entity registered in Thailand – the Private Limited Liability Company, a ‘Company Limited’, “Co., Ltd.” or “Limited”.

PRIVATE LIMITED LIABILITY COMPANY 

The registered Limited Liability Company separates its shareholders from the juristic entity through the corporate veil. It has the following requirements for incorporation:

1. Promoters: As of the recent amendment of the CCC, at least 2 natural persons are required as promoters (initial shareholders), subscribing to 1 share each, from the previous requirement of 3 persons. The promotors must be at least 21 years of age (legal age in Thailand) and with capacity to act on behalf of the company to be formed. On incorporation, the promoters may subsequently transfer their shares to others or an intended juristic entity shareholder, however,
   2 shareholders are required to be retained on the shareholders’ list at times throughout company operation.
   
   
2. Shares and Par Value of Shares: Shares may be divided into ordinary or preference shares issued of the same par value where the CCC stipulates that the minimum par value of each share shall be no less than 5 Baht.
   
   
3. Registered Capital: While each promoter shall subscribed to 1 share each. Aside from this, there is a minimum registered capital requirement imposed by the Foreign Business Act for companies with majority foreign shareholding operating to have at least 2 million Baht and for non-restricted activities and 3 million Baht for operation of restricted activities under the Foreign Business Act or under other laws for Board of Investment promoted activities. While majority Thai-owned companies are not subject to such requirements, they can set a preferred amount of registered capital but will need to meet financial requirements to support a work permit for its foreign worker separately or consider the requirements specific to their business operation and specific business license requirements. It is also noteworthy that companies setting its registered capital of amounts over 5 million Baht will need to provide evidence of transfer of funds to a promoter to hold to on behalf of the company once it is formed and may open its bank account.
   
   
4. Required paid-up capital: At the time of incorporation (as well as for increase of capital), a company is required to call subscribers of shares to pay up at least 25% of its registered capital. You may need to note additional requirements under the Foreign Business Act or other acts applicable to your business activities which requires fully paid-up capital as a pre-requisite for operation of business.
   
   
5. Head Office Location: The Head office to be located in Thailand where one should avoid use of residential high-rise as the registered address. A copy of house registration document (registration number) of the building (‘Tabien Baan’ in Thai) and Letter of Consent for use of the premises for business registration should be obtained from the landlord.
   
   
6. Memorandum of Association: Filing of a Memorandum of Association must be done before company registration or on the same day as incorporation. The Memorandum of Association is to state or contain the following:

   a. the company name, ended with wording of “Limited Liability”;
   b. the province of the company’s head office location;
   c. company’s general and
   d. specific business objectives (where the company will be limited to conduct activities within the scope laid out by the specified objectives registered with the Companies Registrar);
   e. wording of limitation liability of shareholders;
   f. wording of limitation of liability of directors (if applicable);
   amount of registered capital, number of shares and par value of shares to be fixed; and
   g. name, address, occupation of all promoters’ and their signatures with 2 witnesses certifying the Memorandum of Association.

7. Statutory Meeting: Once there are promoters and subscribers for shares, a statutory meeting is to be called for promoters/subscribers to resolve on particulars of the Company to be formed including, among other things:
   a. the company name;
   b. location of the head office;
   c. list of promoters and shareholders, together with the amount of shares each has subscribed for and if any rights shall attach to shares;
   d. the charter of the company (whether the CCC shall be applicable or an Article of Association shall be drafted);
   e. ratify promoters’ actions for the purpose of incorporation and amounts to be reimbursed to the promoters;
   f. types of shares, amount of shares and first amount for pay up of capital;
   g. appointment of the first set of directors and power of director to bind the company;
   h. set the fiscal year; and
   g. appointment of the auditor and their remuneration.
   
   
8. Signature requirements: While e-registrations for company formation is available, there are limitations of e-signatures requiring verification of identity and working Thai number and may not be feasible in all cases, filing of paper application also means requirements of wet-ink signatures of all initial promoters, shareholders subscribing for shares and directors. A notary public or equivalent will need to witness the signing of the main signatory in the application where it is signed outside of Thailand.
   
   
9. Other practical requirements: At the time of registration, the Companies Registrar will request companies with majority Thai shareholding but with foreign shareholders involved for Letter of Certification from the bank to certify the Thai shareholder’s financial standing and adequacy of to subscribe for shares in the company.

STEPS ON REGISTRATIONS AND ESSENTIALS FOR SETTING UP THE ENTITY

Step 1: Reserve the Company Name

An intended promoter or director must first apply to the Department of Business Development (DBD) under the Ministry of Commerce as the Companies Registrar to for reserve a company name they intend to use. You may access the DBD’s name reservation system to check on the availability of the name where if available, you may apply to reserve it, pending consideration subject to DBD’s guidelines on company names and their issuance of a ‘name reservation confirmation’ if approved. For the legal name of the Private Limited Liability Company, you are free to select for the name of the company to end with either “Limited” or “Company Limited”, abbreviated as “Co., Ltd.” referring to the same type of entity.

Upon the name reservation confirmation, it will be valid for use and considered reserved for a period of
30 days. If the company cannot register its incorporation using the reserved name within that time, it will need to apply to reserve the name or renew the reservation again.

Step 2: Filing the Memorandum of Association

Promoters are to register the Memorandum of Association with required particulars stated above to the DBD where they will proceed to call for a Statutory Meeting to be convened before can be incorporation is registered. Once the Memorandum of Association has been registered, the company must be incorporated within 3 years after.

(Same-day registration option: The Memorandum of Association need not be filed before incorporation registration in all cases where you have the option to hold the Statutory Meeting is held first, where the Memorandum of Association is filed together with the incorporation application for registration in the same day.)

Step 3: The Statutory Meeting

A statutory meeting is held and attended by the promoters, subscriber of shares and directors (if they are different persons) to resolve particulars of registration and how the company will operate. During this meeting, the specific objectives must also submit its by-laws and articles of incorporation which must be drafted in a statutory meeting. 

Step 4: Registration of the Company in Thailand

The application for registration of incorporation of the company must be submitted to the DBD no later than 90 days from the date in which the Statutory Meeting was held. For same-day registration option, the company will be incorporated on the day of file of the application where the DBD will issue a Company Registration Certificate (issued once) and assign a 13-figure Corporate Identification Number which is also used as a Tax Identification Number with the Revenue Department and most authorities in Thailand.

POST-FORMATION AND COMPLIANCES

Register Tax Identification Number

While the 13-figure tax identification number is issued on registration of incorporation with the DBD where the information is delivered and linked in an internal system shared with the Revenue Department, it is prudent to check with the Revenue Department that this information appears on their end where in the rare event that it does not, the company will need to independently submit to the Revenue Department to apply for a tax identification number. 

Company Bank Account

Once the company has already been registered with the DBD and was issued the Company Registration Certificate and Company Affidavit, the newly registered Thai company can then open a corporate bank account at any established commercial banks in Thailand in their name to receive transfer of paid-up capital from shareholders collected and held by a promoter or director pending completion of incorporation and formation of the entity. 

A Board Resolution of Shareholders’ resolution will be required to approve the opening of the bank account and authorized signatories. As each bank and branch tends to exercise their discretion over application and supporting documents to open an account, the company should inquire for a list of document or have get assistance of experienced advisors.

Permits and License for Operation for Specific Business

While the company may register multiple objectives at the same time, where it will carry out activities which are controlled businesses or is a majority foreign-owned entity, the company will need to apply for the relevant licenses as well as a Foreign Business License or Foreign Business Certificate for conducting activities restricted by the Foreign Business Act (see our article on Board of Investment, Foreign Business License, and Treaty of Amity for further detail)

It is important that controlled businesses are not operated without relevant licenses and permits with risk of fine or criminal liability. Alpha Legal can help you to assess which businesses can be conducted without permits and licenses and which will require them.

Register for VAT (Value Added Tax) (PP.20) 

Required businesses and companies that generate revenue reaching the threshold income of 1.8 million Baht will need to register for Value Added Tax (VAT) registration and issuance of the VAT certificate (PP.20) for the registered office and each of their branch offices generating income. The VAT application (PP.01/01.1) is to be submitted to locality of the Revenue Department where the head office is based in. 

Once registered, the company is obligated to file its VAT returns (PP.30) on a monthly basis and register or notify the Revenue Department of any relocation, whether moving in or out within or to a different locality or a change to other particulars of VAT registration (Form PP.09). 

Register Social Security

Once the company employs its first employee, it must register as an employer with the Social Securities Office (SSO) and register its employee under it within 30 days of employment. All full-time employees, whether Thai or foreign, are to be registered with the SSO as employees of the employer where the employer will withhold income tax together with deduction of a portion of the income of their employees (maximum of 750 Baht/month) and contribute the same amount towards the Social Security Fund on a monthly basis for benefit of the employee.

Corporate Secretarial Matters

Thai companies are not required by law, to appoint or have a specific position/role of a Company Secretary provided that all statutory corporate governance is complied with. This includes, among others;

1. the company is to hold a shareholders’ meeting within 6 months of the date of incorporation and once every year (annual meeting);
2. submit its audited shareholders’ list once a year after the annual meeting;
3. maintain records of the board of directors and shareholder meetings convened; and
4. keeping updated, the Shareholders’ Register and issue relevant Share Certificates.

Thai Work Permit and Thai Visa

Where has a directors or sole director with signing authority over the company or a hired a foreign employee, they are required to be permitted to work in Thailand. The foreigner, supported by documents of the sponsor or its employer, may applying for a work permits with the Ministry of Labour where both the foreign employee and the employer sponsoring the application must been documentary requirements in accordance to its rules and regulation specific to the type of entity (whether company limited, branch office or representative office). For a Thai-registered company, the Ministry of Labour will issue a work permit for each qualifying ‘paid-up’ capital of 2 million Baht for each work permit, however, not over
10 work permits to be issued or as necessary for the company’s operation and under the discretion of the issuing authority.

The permission to work in Thailand is separated from the permit to stay in Thailand, which is under the authority of the Immigration Bureau, which imposes different requirements on the company sponsoring the visa application for its foreign employee. The foreign employee must hold a Non-Immigrant B type of visa issued by either the Royal Thai Embassies or Consulates outside of Thailand or the Thai Immigration Bureau. Extension of a Non-Immigrant B type visa for a period exceeding 90 days will require the employer company to support an extension or renewal application where the company is to comply with requirements including having the ratio of Thai to foreign full-time employee of 4:1 to be able to support a visa application of one foreign employee. 

It is noteworthy that foreign employees with Thai spouse are eligible to requirements of sponsor for work permit and visas to be reduced by half (i.e. registered capital of 1 million Baht to sponsor a work permit and required Thai-foreign employee ration of 1:1).

Companies with Board of Investment promotion receives, among many incentives, the right to bring in foreign skilled labour under their business and support their work permit and visa without complying with usual requirements of registered capital and ratio of Thai employees.  

Alpha Legal has all-rounded experienced in establishing business in Thailand and can assist you in relation to all of the above and can advise matter including structuring of entities (minority protection) and business license requirements. 

Contact us for further inquiries or for an initial consultation tailored to your specific case.