Starting a business in Thailand, there are many ways to start a business such as e-commerce business (individual), real estate business, service business, professional service, construction business, hospitality business, warehouse, etc., but is it the good way? The most popular form of business organization among foreign investors is the limited company. Limited companies in Thailand have basic characteristics similar to those of Western corporations.
The Company shall be established under the provisions of the Civil and Commercial Code of Thailand (the “CCC”) and shall be registered with the Department of Business Development, Ministry of Commerce (the “DBD”), according to the following steps and requirements:
What do you have to know about a limited company?
Promoters
The Civil and Commercial Code required a minimum of 3 natural persons (not juristic persons), who are at least 12 years of age, as promoters and each person shall subscribe to at least one share of the Company, which may be transferred to the Company’s shareholders after the establishment of the Company. And the promoters must be available to sign documentation during the registration process.
Director(s)
The director is the representative of the Company who acts on behalf and under the scope of the Company’s business. The director shall not be liable to the shareholder if he acts in accordance with the approval of the general meeting of shareholders. The director must be a natural person and does not need to hold a share of the company.
Shareholder(s)
The shareholders of a limited company must always contain at least three people both natural persons and juristic persons. The shareholders of a limited company have the right which specifies in the articles of association of the company.
（“AOA”）
regulation of the internal procedure of directors and the shareholders of the Company e.g., the right and power of shareholders, shares and shareholders, directors and board of directors, shareholders’ meeting, balance sheet, dividend and reserve fund which are the general articles.
The Registration
All documents associated with the Company’s registration must be submitted to the DBD, or, where the Company’s location is to be situated outside of Bangkok, it also can be submitted to the office of DBD in the province in which the Company’s business will be situated. The registration contains as follows:
Reservation of the Company’s name
The first step involved in establishing the Company is to file an application to reserve its name with the DBD. Within a few days, the DBD will advise whether the proposed name is available (i.e., does not conflict with an existing company name). If the name is approved, the applicant will have thirty (30) days from the date of approval.
The MOA has a fixed format, and its content includes:
- Name of the Company (which has been reserved);
- Location of the registered office of the Company (at this stage only the province need be specified);
- The list of business objectives of the Company;
- A declaration that the liability of the shareholders will be limited;
- The total amount of registered share capital and the number of shares and the par value thereof (which must be at least five (5) THB per share)
Holding a statutory meeting of the Company
The promoters and the shareholders shall be required to hold a general meeting of subscribers, and the following matters shall be passed at the Statutory Meeting:
- Approval of contract executed for or expenses incurred from the establishment of the Company by promoters;
- The fixing of the amount to be paid to the promoter (if any);
- The fixing of the number, nature and rights of the preference shares (if any);
- The fixing of the number of ordinary shares or preference shares to be allotted as fully or partly paid-in;
- The appointment of the first directors and auditors of the Company and the fixing of their respective powers. （You need to confirm the candidates for the Company’s auditors at the statutory meeting, including the names, license numbers and remunerations. Promoters need to submit this information at the Company’s registration.)
Anytime you have further questions, please contact our partner and the team via email：[email protected], [email protected]
