The Basics of Limited-Company Registration in Thailand
The most-utilized type of legal entity in Thailand is the limited-company, which is similar in structure to the Limited Liability Company (LLC) in the United States. A limited-company is owned by a minimum of three shareholders and managed by at least one director. One of the biggest advantages of the Thai limited-company is that it is legally a stand-alone company under Thai law.
As for company registration in Thailand, it’s important to be aware that the at least 51 percent of a company’s shares must be held by Thai citizens. The remaining shares may be held by anyone. In spite of this, it is still possible for a foreigner to maintain controlling interest in a company by issuing two separate classes of shares: ordinary and preferred.
Shareholders with ordinary shares have more voting rights in the company. At least one director is chosen by the shareholders. Only the director(s) is authorized to sign anything on behalf of the company, and individual shareholders are only liable to their percentage of shares.
Financially, when registering a Thai company, you must have at least two million THB of capital in order to be eligible for a work permit. However, this does not mean that you need to have this amount of money to start, it is the merely the limited liability of your Thai limited company.
There is an exception if the company is established only to hold property, in which only one million THB is necessary.
Process for Registering a Company in Thailand
The first step of Thai company registration is the name reservation. Naturally all businesses require a name; therefore you must first provide the desired name for your company along with two alternative names. You will then need to submit these to Thailand’s Ministry of Commerce. The Registrar will then verify that no similar company names have been reserved and that the name does not violate any ministerial rules.
If the desired name does not meet these requirements, the registrar will then assess the alternative names. If none of the requested names are available, you will then have to re-submit two more names. This step of Thai company registration is very simple and only requires 2-3 days to be completed.
Second step of Thailand company registration; File a Memorandum of Association (MOA)
Once your company name has been reserved, all shareholders must sign a Memorandum of Association (MOA). The MOA is a document which provides the names and personal information (such as contact details) for all of the company’s shareholders, as well as the company’s address (PO Box is not acceptable), registered capital, and intended scope of business activities.
Once all shareholders have signed the MOA, it may be submitted to the Ministry of Commerce along with all of the documents pertaining to the company’s registration in Thailand. The Ministry of Commerce is located within Bangkok, but if the company’s office is located outside of Bangkok province, these documents may be submitted to the filing office of the province where the company is located.
Once this step of Thailand company registration is completed and processed, the Ministry of Commerce will then issue the company affidavit, certification, list of shareholders and company articles of association.
Third step of Thai company registration; Tax and Vat registration
All documents associated with the registration of the company's Tax ID Card and Vat Certificate must be submitted to the Central Filing Office of the Revenue Department.
Also, as part of the process of obtaining a VAT Certificate, you must obtain permission from the landowner of your company’s address if your company does not own the land outright.
There is one other thing to be aware of: if you intend to locate your company in a condominium unit, you may unable to do so; some condominium buildings have specific provisions within their sales agreements which prohibit the owner from using that unit as a business. Be sure to check your agreement before registering the location of your company.
If you have a problem using your address as your Thai company address, you can use a virtual office address for Thailand company registration and vat registration, for a small fee.
Fourth step of Thailand company registration; Open a Thailand corporate bank account with internet banking
Once the Thai company registration is completed, most companies will probably want to open a corporate bank account in Thailand, and the company directors must be present.
If any of the signatories for the bank account are foreigners, some banks will require each of the foreign signatories to submit a valid work permit prior to opening the account. This can be completed within a day.
Step 1-4 will take approx 2 weeks only.
Fifth step of Thailand company registration; Applying Thailand work permit
In order to obtain a Thailand Work Permit, you must first have a Non-immigrant Visa. (often called a Non-B Visa)
There are companies, especially law firms, that specialise in applications for Thai work permits and will submit all necessary documentation to the Department of Labor on your behalf. If submitted correctly, an application can be processed in as little as 7 days.
Further, for each foreigner working within your company, your company is required to have a registered capital of 2,000,000 THB, i.e. if you have two non-Thai working in your company; it is required to have a registered capital of at least 4,000,000 THB. However this does not mean that you need to have this amount of money to start, it is the limited liability of your Thai limited company.
If you are currently not employed by a Thailand company and wish to apply for a Thailand work permit, you will first need to register a company in Thailand.
