Call us now:
Categories
Category: Company Registration
Company registration in Thailand is governed by the Civil and Commercial Code, particularly the 1999 Act on Partnerships and Companies. Two common structures are the Limited Company and the Limited Partnership. The Limited Company is widely preferred due to its flexibility and limited liability protection for shareholders. A minimum registered capital is required to incorporate, with the exact amount depending on the nature of the business.
How to Create a Company in Thailand?
Foreign ownership restrictions depend on the business sector, and several laws set out the conditions under which foreign investors may hold shares. A careful legal review of industry-specific regulations is essential to ensure compliance with ownership and management requirements.
Setting up a company in Thailand involves multiple legal steps regulated by the 1999 law. Each step must be properly completed to ensure legal and operational compliance within the Kingdom. Here is a structured overview of the required process:
Company Name Reservation
Before anything else, the proposed company name must be checked and reserved with the Department of Business Development (DBD) to ensure compliance with official guidelines.
Choosing a Legal Structure
Selecting the most appropriate legal structure is fundamental. The most common types include the Private Limited Company and the Limited Partnership.
Registered Capital and Articles of Association
The company must declare a minimum registered capital and draft its articles of association, detailing the company’s objectives, governance, and shareholder rights.
Sector-Specific Licences
Certain activities require additional licences. Understanding and complying with sector-specific regulatory requirements is essential before starting operations.
Filing with the Department of Business Development
The company’s statutory documents must be filed with the DBD, including all relevant forms and supporting documents.
Tax Identification Number
Obtaining a tax ID from the Revenue Department is mandatory for conducting any commercial activity and for tax reporting obligations.
Social Security Registration
If hiring employees, registration with the Social Security Office is required to comply with labour law and offer employee benefits.
Municipal Registration
In some provinces, companies must also register with local municipal authorities to operate lawfully.
Opening a Business Bank Account
Opening a Thai business bank account is necessary for financial operations. Bank representatives may request the physical presence of directors and company documents.
Immigration Registration for Foreign Staff
If the company employs foreign nationals, they must be registered with the Immigration Bureau in compliance with visa and work permit regulations.
Ongoing Compliance
Once incorporated, the company must meet continuous compliance obligations, including annual audits, tax filings, and regulatory reporting.
Hiring a qualified local professional, whether a lawyer or an accountant, is highly recommended. Their expertise ensures compliance with Thai law and offers tailored guidance based on your specific business model.
How to Register a Company in Thailand?
Company registration is done with the Ministry of Commerce. The process includes selecting the appropriate legal structure, filing the company’s articles of association, and complying with legal requirements. Additional licences may be needed depending on the business activity. The core steps include:
Legal Structure Selection
Choose the most suitable legal structure for your project, such as a Private Limited Company or a Limited Partnership.
Drafting and Filing the Company’s Articles
Draft the articles outlining the objectives, governance, shareholding structure, and more. File them with the Ministry of Commerce.
Meeting Legal Requirements
Ensure compliance with mandatory provisions such as name reservation, minimum capital, and submission of all required documentation.
Sectoral Licences
Obtain all additional licences applicable to your industry, such as FBL (Foreign Business Licence) or FDA registration for regulated sectors.
Ongoing Updates
Update corporate records regularly to comply with regulatory changes and ensure continued eligibility for licences and permits.
What Are the Tax Incentives and Benefits from the BOI?
The Thailand Board of Investment (BOI) offers various incentives to promote foreign investment in targeted industries. Eligible companies can apply for BOI promotion by submitting detailed investment plans. Key advantages include:
Tax Incentives
BOI-approved companies may enjoy corporate income tax exemptions, reductions, and other fiscal benefits designed to support long-term growth.
Industry-Specific Advantages
Depending on the promoted sector, companies may receive exemptions on import duties, permission to own land, and access to expedited visa and work permit services.
Simplified Application Process
Applicants must provide detailed business and investment plans. The BOI offers a clear and simplified process to help investors obtain the necessary benefits.
Accelerated Approval
The BOI prioritizes quick processing of applications, allowing businesses to operate and benefit from the scheme in a timely manner.
Commitment to Long-Term Investment
In return, the BOI encourages foreign companies to demonstrate a strong commitment to the Thai economy and to contribute to its development.
Opening a Corporate Bank Account in Thailand
To open a bank account for the company, you will generally need:
– The company’s registration documents
– Director and shareholder identification
– Minutes of the shareholders’ meeting
– A corporate seal
– Sometimes a reference letter from a foreign bank
Both local and international banks operate in Thailand, and the choice depends on the nature and scale of your business operations.
Conclusion: What Should You Consider Before Registering Your Company?
Before launching a business in Thailand, it is essential to understand the framework set by the Civil and Commercial Code, comply with industry-specific licensing rules, assess eligibility for BOI incentives, and select a reliable banking partner to handle corporate finances.
Seeking legal support from a Thai lawyer or business consultant is strongly advised. They will help you navigate the regulatory environment, streamline your incorporation process, and maintain full compliance with Thai corporate laws.