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Understanding and securing a certificate of incorporation in Thailand
The process of setting up a company in Thailand begins with the legal recognition of the business entity through a certificate of incorporation in Thailand. This document, issued by the Department of Business Development (DBD), is the official proof that the company has been properly registered under Thai law. It is governed by the Civil and Commercial Code of Thailand, particularly Book III, Title XXII, which provides the legal framework for partnerships and companies.
Section 1096 to Section 1273 of the Civil and Commercial Code outlines the fundamental provisions for forming private limited companies, with Section 1111 specifically stating that a limited company only comes into legal existence once registered with the DBD. This legislative base ensures that the incorporation process follows strict legal requirements intended to protect both founders and third parties.
For foreign investors, it is also important to consider the Foreign Business Act B.E. 2542, which restricts certain business activities to Thai nationals unless specific exemptions or licenses apply. In certain cases, the Investment Promotion Act B.E. 2520 and the Treaty of Amity between the United States and Thailand may also influence the ability of a foreigner to hold shares in a Thai company. As such, obtaining a certificate of incorporation in Thailand is not just an administrative formality—it is a crucial legal milestone backed by a well-defined legislative infrastructure.
This article aims to provide a detailed, structured guide to understanding how the certificate of incorporation in Thailand functions, how to obtain it, and why it is indispensable for doing business legally in Thailand.
Table of Contents
What is the purpose of the certificate of incorporation in Thailand?
The legal framework governing the certificate of incorporation in Thailand
The legal foundation of the certificate of incorporation in Thailand is found in the Civil and Commercial Code, specifically Book III, Title XXII, which governs limited companies. Section 1111 provides that a limited company is not legally recognised until it is registered with the Department of Business Development (DBD), an agency under the Ministry of Commerce. The issuance of a certificate of incorporation by the DBD is thus the conclusive moment when a company becomes a juristic person under Thai law.
What is the certificate of incorporation, and why is it legally required?
The certificate of incorporation is the official document that confirms a company has been successfully registered with the DBD. It contains essential information that establishes the company’s legal identity, including its official name in both Thai and English, the company registration number, the date of incorporation, and the amount of registered capital.
It also records the company’s registered office address, as well as the names of its directors and their scope of authority. This document is considered conclusive proof that the company is authorised to exist and act as a separate legal entity. As per Section 1096 of the Civil and Commercial Code, a limited company is legally formed only upon registration by its promoters. Consequently, the issuance of the certificate constitutes the legal act of incorporation itself.
In addition to issuing the certificate, the registrar must also publish a notice of incorporation in the Government Gazette. This obligation, set out in Section 1176 of the same Code, ensures public awareness of the new company’s existence and contributes to legal certainty for third parties. Publication of the incorporation is particularly significant in commercial relationships, as it allows potential creditors, partners, or investors to verify the legal status of the company before entering into agreements.
How to obtain the certificate of incorporation and what to do if it is lost
Certificate of incorporation issuance
The certificate of incorporation is automatically issued by the DBD once the registration process has been completed in full. This process begins with the reservation of the company name through the DBD’s online e-Registration system. Following name approval, the promoters must file a Memorandum of Association and organise a statutory meeting to approve the company’s internal structure and appoint its directors.
The final step is the formal registration filing, which includes the submission of corporate documents and payment of registration fees. Upon acceptance by the registrar, the certificate is either issued in hard copy at the DBD office or made available for download via the DBD’s online platform. The process is instantaneous once approved—there is no waiting period for issuance.
Loss or damage of the Certificate of incorporation
If the original certificate is lost, damaged, or destroyed, the law allows for the issuance of a certified true copy. This must be requested by the company’s authorised director, who will be required to submit a formal written request at the DBD office, together with supporting identification and corporate documentation. A fee of approximately 100 THB is charged per copy. Ministerial Regulation No. 2 B.E. 2549 empowers the registrar to issue these certified duplicates, which carry the same legal value as the original certificate. It is recommended to maintain several certified copies at all times, particularly for administrative procedures, tax filings, or interactions with banks.
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Is the certificate of incorporation enough to operate a company in Thailand?
Although the certificate of incorporation marks the beginning of a company’s legal existence, it does not always suffice for the company to begin operating, particularly in the case of foreign-owned entities.
For companies owned entirely by Thai nationals or majority-Thai shareholders engaging in unrestricted business activities, the certificate is generally sufficient to initiate commercial operations. It enables the company to open corporate bank accounts, sign contracts, register for income tax and VAT, and operate without needing further approval.
However, when foreign ownership exceeds 49% of the shareholding, the company must comply with the Foreign Business Act B.E. 2542. According to Section 6 of this Act, foreigners are prohibited from operating certain types of business activities unless they obtain a Foreign Business License (FBL) from the Ministry of Commerce. The list of restricted businesses is annexed to the Act and includes sectors such as retail, services, and construction, among others.
In certain circumstances, companies may obtain exemptions from the FBL requirement by obtaining investment promotion privileges from the Thailand Board of Investment (BOI). A BOI-promoted company, depending on its business activity and structure, may be permitted to operate even if foreign shareholders exceed the 49% threshold. These privileges are granted on a case-by-case basis and must be applied for separately from company registration.
Therefore, while the certificate of incorporation is a prerequisite, it is not always sufficient for foreign-controlled companies, which must assess whether additional regulatory approvals are required before commencing business.
What is the use of the certificate of incorporation in audits or inspections?
The certificate of incorporation plays a crucial role in the company’s day-to-day operations and is often required during official procedures. In the context of tax audits by the Revenue Department, the certificate serves as proof of the company’s legal status and its compliance with registration obligations. Similarly, when applying for or renewing work permits and visas for foreign employees, Thai immigration authorities require a certified copy of the certificate to verify the company’s existence and structure.
Labour inspectors from the Department of Labour Protection and Welfare may also request the certificate to assess the company’s legitimacy and verify employment documentation. Furthermore, the certificate is necessary when submitting changes to the DBD, such as amendments to the registered capital, registered address, or board of directors.
In legal proceedings, the certificate is admissible as official proof of incorporation, which is essential when the company is either a claimant or a defendant before Thai courts. Failure to produce this certificate can delay or compromise legal proceedings, especially in situations requiring verification of the company’s legal status, such as enforcing contracts, proving signatory powers, or applying for licenses under industry-specific regulations.
Conclusion
The certificate of incorporation is not a mere formality—it is the company’s foundational legal document. It confers juridical personality upon the entity and allows it to engage with other legal and financial actors under Thai law. This certificate should be safeguarded and reproduced in multiple certified copies to ensure smooth administrative processes.
For Thai companies fully owned by Thai nationals, the certificate generally authorises business activities without additional requirements. However, foreign investors should be aware that the certificate merely confirms existence—not operating rights. Foreign-owned companies must assess the need for additional authorisations, including an FBL or BOI promotion, depending on their business sector and shareholding structure.
At Benoit & Partners, we assist our clients at every stage of the incorporation process, from name reservation to post-registration compliance. We ensure that the certificate is properly issued, stored, and used in all relevant legal and administrative matters. For further support or to learn more about how to legally structure your Thai business, contact our legal team or consult our full guide on Thai company incorporation:
FAQ
Yes. Companies may request certified copies of their certificate of incorporation in Thailand from the Department of Business Development (DBD) at any time. These copies are often required for procedures such as opening corporate bank accounts, registering with the Revenue Department, applying for foreign business licenses, or conducting due diligence with commercial partners. Certified copies bear the official seal of the DBD and are considered legally valid documents under Thai law. For convenience, it is advisable for companies to request and keep several certified copies on file.
Companies are legally required to notify the DBD of any post-incorporation changes. This includes modifications to the company’s registered address, the names or details of directors, the company’s registered capital, its objectives, or the structure of shareholding. These changes must be recorded in the company’s official file. Although the DBD does not issue a new certificate of incorporation in Thailand for each amendment, it provides an updated company profile extract reflecting the current status. Failure to comply with these reporting obligations can result in administrative fines, suspension of rights, or, in severe cases, revocation of the company’s registration.
If the original certificate of incorporation in Thailand is lost or destroyed, the company may request a replacement from the DBD. The process involves submitting a formal application along with a police report documenting the loss. Upon approval, the DBD will issue a new certificate, which is legally equivalent to the original. The reissued certificate can be used for all legal, tax, and commercial purposes, and it does not affect the company’s registration status.
Operating a business without a valid certificate of incorporation in Thailand is a violation of the Civil and Commercial Code. Section 1126 empowers the DBD to deny registration or take action against companies that fail to comply with registration requirements. A business operating without proper incorporation is not recognized as a legal entity, which means its contracts may be unenforceable and its officers may be held personally liable for debts or legal claims. Furthermore, the company may face penalties, regulatory enforcement, and reputational damage.
Once the certificate of incorporation is issued, the company must comply with several legal obligations. First, the company must apply for a corporate tax identification number with the Revenue Department within 60 days. If its annual turnover is expected to exceed THB 1.8 million, VAT registration becomes mandatory. If the company hires employees, it must register with the Social Security Office and begin monthly contributions. In addition, companies are required to maintain proper accounting records, comply with Thai Financial Reporting Standards, and file annual audited financial statements with the DBD. These obligations are essential to maintaining good legal standing and avoiding administrative sanctions.