Thailand Company Registration

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COMPANY REGISTRATION

For registering a Thai Limited Liability Company (LLC) with at least 51% of Thai shareholder, the procedure is as a follows:

Company name reservation at Department of Business Development, the approval period is 1-3 days. (Please give us three (3) options for name reservation)
Filing the Memorandum of Association,
- Company’s name (the same as the name reserved).
- Location of head office.
- Objective(s) of the company.
- Registered capital must be divided into each share with the same value (share value of each share must be at least 5 Baht with no upper limit on share value).
- Name, address, age, occupation and number of shares held by each shareholder.
- Name and address of 2 witness.
After registration of the Memorandum, a statutory meeting must be held by all promoters. The main meeting agendas are as follows:
- The adoption of the regulations of the company, if any.
- The fixing of the total amount of shares or number of ordinary/preferences shares, if any. (Minimum of 3 shareholders)
- The appointment of the first director(s) and auditor. Minimum of one (1) director is required to be appointed regardless of nationality.
The director(s) shall ensure that not less than twenty-five percent of the share’s value is duly paid up by the shareholders.
When the collection of share’s price is complete, the authorized director shall prepare the request for the registration of company’s establishment and submit to the registrar.

A generic Thai company does not have a minimum requirement for registered capital. However, in case of hiring a foreign employee, company need to have at least 2 million Baht paid-up capital for each foreigner.

When the collection of share’s price is complete, the authorized director shall prepare the request for the registration of company’s establishment and submit to the registrar within 3 months from the date of company statutory meeting.

The entire process will be done within three (3) working days after all documents are duly signed and prepared.

Application Process

Application for company limited registration (Boj.1)
Certification form for company limited registration
Memorandum of Association (Boj.2) attached with 200 Baht of Stamp duty
Form regarding the details of registration (Boj.3)
List of shareholders (Boj.5)
Certificate of share payment
Statutory meeting Report
List of company’s objective(s)
A copy of company regulation (if any) attached with 200 Baht of Stamp duty
Details of all directors
A map indicating the head office
A copy of ID card or for each shareholder and director
A power of attorney in the case where another person has been authorized to act on the applicant’s behalf.

Director Requirement (s)

There is no regulation on director’s nationality, but at least one (1) director is required for company registration. Business Visa (Non-B) and Work permit are not required for foreign director doing activities according to the Notification of Activities Not Considered Work under the Foreign Workers Act, B.E. 2551 (2008), the activities are as follows:

Attending a meeting or a seminar.
Attending a fair, an exhibition or a goods exhibition.
Making any visit to observe business or to meet and negotiate a business.
Attending special and academic lectures.
Attending technical training and seminars.
Purchasing goods in a good exhibition.
Attending a meeting of a board of director of one’s company

The foreign directors shall not receive any remunerations, or else they are subjected to apply for Business Visa (Non-B) and Work permit.

Hiring Foreign Employees Requirement (s)

The basic requirement for hiring foreign employees are as follows:

The paid-up capital of not less than 2 million Baht per work permit.
The ratio of local to foreign employees is 4 to 1. All employees must register in social security fund and local employees must receive the minimum wages.
At most 10 work permits are allowed.
Need to apply for VAT registration.
There is a minimum salary requirement for foreign skilled worker, Ex. Not less than 45,000 Baht for Singaporean employees.