The registration process of a company in Thailand may bore similarities with those of other countries. As such, some steps may be familiar to foreign promoters of an overseas-based business entity. Although this is an advantage to some degree, the need to utilize the business registration services of Thailand-based service providers may be needed especially that all legal documents in the Kingdom utilize the Thai language.
The steps in registering a company in the Kingdom can be grouped into five (5) processes namely:
- Company Name Registration
- Filing of Memorandum of Association (MOA)
- Conducting the Statutory Meeting
- Actual Company Registration
- Registering for Applicable Taxes
Company Name Registration
A company is required to submit at least three (3) company names for verification and approval. One of these nominated names will be the primary name that the company wishes to use in Thailand. However, if ever it has been found out that the primary name is already registered by another company or if it violates the rules on company names, the optional names will be utilized instead.
Filing a Memorandum of Association (MOA)
The signed memorandum of association of the company should contain the following information or data in order for it to be admissible for filing at the proper government office:
- Registered company name
- The shareholders’ names, signatures, and the number of shares each shareholder have on the company.
- The location of where the company will be based in Thailand.
- Company objectives.
- Details of the shareholders’ liability.
Aside from the signatures of the shareholders, the MOA must also have the signatures of at least two individuals.
Upon the fulfillment of the steps above, the company should then have a statutory meeting which they should attend for them to declare their number of shares in the company as well as the names, responsibilities, and roles of the directors, officers, and auditors.
It is also during the statutory meeting where the expenses and contracts entered into by the shareholders prior to company registration shall be examined and approved by the body.
The company can now be then registered with the Ministry of Commerce. Nonetheless, the company promoters must be ready to submit additional information about the company such as:
- The number of ordinary and preferred shares.
- The amount shares already paid and if such are fully or partially paid. This shall be attested by the director concerned.
- Details of the company officers who are authorized to sign contracts, agreements and the like on behalf of the company and its shareholders.
- The names, positions, and responsibilities of the company’s officers.
- The exact address of the company’s main operating unit and the branch offices in Thailand if there are any.
Once the company has been duly registered, it is now duty-bound to be registered with the Revenue Bureau for its Company Tax ID Card the application of which may be done online.
It should also be prudent in examining whether it is required to be registered either for Special Business Tax or Value Added Tax.
If you need legal advice or assistance from a qualified corporate lawyer, please contact us today.