How to Register a Company in Thailand: Procedures & Regulations

How to Register a Company in Thailand as a Foreigner

Starting a business in Thailand as a foreigner presents an appealing opportunity, but it involves following precise steps and complying with local laws. This comprehensive guide delves into the process of how to register a company as a foreigner in Thailand, providing all the essential details to ensure a seamless setup.

Understanding the Basics: Types of Companies

The foundation of registering a business in Thailand starts with understanding the types of business entities that foreigners are allowed to establish. Here’s a closer look at each:

Partnership: A business operated by two or more people which are involved in sharing the business’s profits and loses. Partners have unlimited liability toward the business’s debts.

Limited Partnerships : It is similar to a partnership but here there are two categories of partners which the ones responsible for the business’s management and the one which are only responsible for their initial investments.

Private Limited Company : This is the most common form of business entity used by foreign investors in Thailand. It requires at least 3 shareholders and 1 director. Here shareholders are not responsible with the business’s debts beyond the extent of the initial investments.

Public Limited Company : this company is almost similar to a private limited company the exception is that it ip eligible to offer its shares to the public but as a consequence, it will be subject to more regulations.

Branch office : A branch office is setup by a foreign company in Thailand and is not a separate legal entity or subsidiary but an extension of the parent company. The branch office is exposed to the entire responsibility of the mother company.

Representative office : It is an office where a foreign company opens in Thailand but which cannot generate incomes or provide services, but it can support the exportation of goods or services.

What is the step by step process to register a company in Thailand?

After determining the type of business you plan to register, the subsequent steps to register for a company in Thailand are outlined below. Each step is described in a concise, clear paragraph to guide you through the registration process.

1. Company Name Reservation :

The company registration process begins with reserving a name at the Department of Business Development (DBD). This name must be unique and not similar to any existing company names in Thailand. The DBD allows you to propose three names in order of preference. The reservation holds for 30 days, giving you time to prepare other documents for registration.

2. File Memorandum of Association :

A Memorandum of Association (MOA) must be filed, detailing the company’s name, registered address, business objectives, capital registration, and the particulars of the promoters. This document is crucial as it outlines the company’s intended operations and basic structure and must be filed with the Commercial Registration Department.

3. Convene a Statutory Meeting :

Once the Memorandum of Association (MOA) is filed, a statutory meeting is held. The agenda for this meeting involves appointing the board of directors and an auditor, approving the company’s registration, and distributing shares to the founders. The decisions taken during this meeting are vital for the legal establishment of the company and are detailed in the Articles of Association.

4. Register the Company :

Within three months of the statutory meeting, the company must be officially registered with the DBD. The registration application includes various documents like the application form, MOA, Articles of Association, minutes of the statutory meeting, a list of shareholders, ID and address proofs of directors, and a location map of the office. Alongside that, the company registration fees must be paid.

5. Tax Registration :

Companies with an annual revenue exceeding 1.8 million baht must register for VAT. All companies must also obtain a corporate tax ID from the Revenue Department within 60 days of incorporation or before commencing business operations, whichever is earlier.

6. Open A Company Bank Account :

Opening a bank account is a critical step once the company is legally registered. It’s necessary for managing finances, processing transactions, and complying with tax requirements. Choose a bank that offers services tailored to business needs, such as foreign currency transactions, if necessary. The account must be opened in the company’s name and requires the submission of the company registration documents and identification of the directors.

7. Obtain Necessary Licenses :

Depending on the business type, additional governmental licenses may be required. For instance, manufacturing companies need a factory license, import/export businesses require a trade license, and employment agencies must have an employment agency license.

8. Visa Registration :

Foreign nationals working in the company must obtain appropriate work visas and permits. This involves submitting visa applications to the Thai embassy or consulate in their home country or within Thailand, depending on the type of visa. The process includes proving the necessity of the foreign employee’s skills and the company’s qualifications under Thai law.

For comprehensive guidance and assistance throughout this process, contact Benoit and Partners. We specialize in helping both local and foreign businesses navigate the complexities of establishing and running a business in Thailand, ensuring all legal and regulatory requirements are met efficiently.

Frequently Asked Questions About Registering a Company in Thailand

1. What is the minimum capital requirement to start a company in Thailand ?

The minimum capital needed to start a company in Thailand changes based on the type of business and if it has foreign owners. Thai private limited companies don’t have a set minimum amount, but you should have enough capital to run your intended business activities. For companies owned by foreigners, you usually need at least 2 million baht to get a foreign business license.

2. How long does it take to register a company in Thailand ?

The time it takes to register a company in Thailand can vary from a few days to several weeks. This depends on how complete your paperwork is and what kind of company you’re registering. Usually, you can register a private limited company in about 2 to 3 weeks if all the required documents are in order and submitted on time.

3. Can a foreigner fully own a company in Thailand ?

Foreigners can own a company in Thailand, but only in specific types of businesses allowed by the Foreign Business Act. Often, a company must be at least 51% owned by Thais unless it has a foreign business license or qualifies for special exceptions under the Board of Investment (BOI).

4. Do I need a local Thai director or shareholder to register a company?

For most businesses, having a Thai director or shareholder is not legally required, but it can facilitate certain business operations and interactions with government agencies. However, having a Thai majority shareholder is necessary for businesses that do not qualify for foreign ownership exceptions.

5. Is it necessary to have a physical office space to register a company in Thailand?

Yes, having a registered physical office space is mandatory to register a company in Thailand. This cannot be a residential address unless specifically zoned for commercial use. The registered address will be used for official correspondence and legal purposes.

Should you have any further questions or need detailed guidance through the process of setting up your company in Thailand, please do not hesitate to contact Benoit and Partners. Our team of experienced lawyers is dedicated to providing you with the support and expertise necessary to navigate the complexities of Thai business registration and operations.