How does Thai companies register?

Author:Thailand MDR Accounting Law Firm Date:2015-07-20

Limited company is the most common company in Thailand, and Thai law has rigid provisions on the composition of shareholders. The company in Thailand has complicated procedures and needs to provide a lot of documents. If you can, it's easier to find a professional firm to handle it. Now, let's talk about how to register a Thai company in detail.

Registration conditions:

You can apply for registration in the name of any natural or legal person. The lawyer shall be responsible for the capital verification report, documents and procedures. Come to Thailand in person to sign relevant documents with valid passport, photo, English resume and non immigrant visa.

1. Determine the name of the registered company for pre examination:

The investor shall provide three English company names and entrust a lawyer to apply to the registration office of the Ministry of Commerce for approval of the company name. The confirmation time of company name needs three days (if it is rejected, it will be submitted again after modification).

2. Materials related to the registered address of the company shall be submitted:

① A road location map of the company's location.

② If you own a house, you need to have the household register and ID card of the property owner.

③ For rental housing, the original lease, the owner's household register and ID card are required.

3. Proposed registered capital:

Thailand has a minimum registered capital limit, the minimum registered capital of a company shall not be less than 1 million baht, and the direct investment quota of non Thai foreigners shall not be less than 3 million baht. The amount of baht per share and the paid in capital must be indicated. Thailand requires that 25% of the company's registered capital should be paid into the company's account within the year of registration, and the remaining 75% of the registered capital should be paid into the company's account within three years after the date of completion of registration.

(if you need to hire foreigners or apply for your own work permit, you can apply for one foreign employee for every 2 million baht registered capital plus four Thai employees.)

4. Business scope of the company:

The general business scope includes 22 categories, and the special business scope starts from Article 23, which includes some special business such as generation, operation, household business, import and export, R & D, etc. If there is a need for an increase, it can be proposed and generally approved.

5. Share distribution and controlling shareholders:

According to the law of Thailand, a company registered by foreigners in Thailand must have Thai shares (at least 51% of the shares), and foreign shareholders must have at most 49% of the shares. There must be no less than three sponsor shareholders of natural persons, and the number of shares held by each shareholder must be listed in detail. (Note: after the company is registered, under the guidance of a lawyer, the Thai shareholders can sign the equity transfer or equity surrender to the real owner of the company's shares.)

*As mentioned above, more than 51% of the shares held by Thai shareholders are Thai local companies, while foreigners or companies who want to obtain controlling status need to be approved by the corresponding boi application.

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6. Registration of shareholders:

Identity information of shareholders and directors of the company must be provided. For example, passport information, English address information and valid entry visa information are required for foreigners.

7. Determine the legal representative (i.e. the representative whose signature is valid)

According to the situation of the board of directors, the investor shall select 1-3 directors with valid signature as the legal signature representatives, and explain the authority and scope of signing documents.

8. Seal of design company:

Thai official seal does not have style restrictions and production location restrictions. The official seal information generally needs to include the company's English and Thai company name and company logo. At the same time, in the registration application documents, there will be a document to prove the official seal, which will be submitted together with the design of the official seal at the time of registration and registered with the business registration bureau of the Ministry of Commerce.

9. Period of company registration

When all the documents are ready, they can be signed and sealed by the legal signer and submitted to DBD for registration. When the registration conditions are met, the registration and license printing can be completed within one day.

11. Subsequent tax registration

All business activities that need to pay enterprise income tax must apply to the tax bureau for tax registration certificate within 60 days from the date of establishment or registration. Companies with annual turnover of more than 1.8 million baht shall register to pay value-added tax (VAT) within 30 days from the date of annual turnover exceeding the amount. All these can be handled by accountants.

12. Open a bank account

After the completion of registration, the company can immediately prepare the registration documents and the certificate of the money collection representative, and the authorized representative can personally go to the major banks in Thailand or foreign banks to apply for opening accounts in various currencies.

After the account opening in Thailand is completed and the approval certificate for domestic and overseas investment is obtained, the investment funds can be legally remitted into the account of Thailand company in the name of shareholders, and then the Investment Promotion Commission (BOI) will verify the capital and obtain the certificate.

Foreigners can not hold 100% of the shares when setting up a company in Thailand. However, to become a boi preferential company, foreigners can hold 100% of the shares, which not only meets the requirements of individual wholly-owned, but also solves the problem of shareholders' shareholding. However, to join the boi requires at least 1 million baht of registered capital (excluding land costs or company operating costs).

Boi is the Department in charge of foreign investment in Thailand and providing consulting services for foreign investment of enterprises in Thailand. The procedure of applying for joining boi is relatively complicated. It takes two months or more from submitting the company's operating regulations and obtaining the license.

The application procedure is as follows:

1. Boi policy consultation

2. Completion of BOI application form

3. Application for submission of BOI cases

4. Appointment for interview with boi officials

5. Additional materials required for the interview

6. Get and fill in boi approved

7. Submit boi within 10 working days

8. Company registration + tax registration + bank account opening + capital injection

9. Submit a full set of registration information to boi and receive boi certificate 10 working days later

It takes two to three months to complete the application after obtaining the approval of BOI company. It is an investment preferential certificate. After obtaining the investment promotion license, the foreign businessmen need to establish an enterprise legal person in Thailand according to the Thai civil and commercial law, and also need to apply for a "foreign business license" before they can officially start operation in Thailand.

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