Our experts will guide you through the process of registering a limited company in Thailand. You will need to draft a Memorandum of Association, convene a statutory meeting and register the company.
A Thai limited-company is a legally stand-alone entity and protects shareholders from unlimited liability. The company must demonstrate regular business activity with annual shareholder meetings and filing of accounts and balance sheets.
Private Limited Company (PLC)
A private limited company is the most common form of business entity in Thailand. It comes into legal existence upon registration of its Articles of Incorporation with the Ministry of Commerce. This form of company is suitable for a wide range of businesses. Its liability is limited to the unpaid portion of shares invested by shareholders (subject to extreme situations of piercing the corporate veil).
A PLC is required to have at least three promoters, each holding a minimum of one share. The company must also have a registered office in the country and at least two directors. It must also have a company secretary with professional qualifications.
Foreign investors can have 100 percent ownership in a Thai PLC if it is promoted by the Board of Investment (BOI). This will give them access to fiscal and non-fiscal incentives, including tax exemptions and reductions, import duty exemption for machinery and equipment, and permission to hire skilled workers.
As a business owner, you should be aware of the importance of shareholders’ meetings as they can have an impact on your company. These meetings allow shareholders to address any concerns and issues that are important for the success of your business.
Shareholders’ meetings are held for a variety of reasons such as approving the Company’s financial statements, dividend distributions and appointment of directors. As a company owner, you should always attend the meeting or provide your proxy in case you are not available.
According to Section 1175 of the CCC, a notice summoning the AGM must be published once in a local newspaper and mailed to every shareholder listed in the Company register within seven days prior to the meeting date (or 14 days for special resolutions). Moreover, the company should prepare minutes within 14 days after the shareholders’ meeting is held. These minutes should include the list of shareholders present or absent, a record of explanation of the voting and vote counting procedures and the results of the meeting.
Company Bank Account
The Kingdom of Thailand offers a highly-stable economy and robust export capability, as well as a dynamic consumer market. This makes it a great place for business.
When setting up a company in Thailand, it is important to open a corporate bank account. This will allow the company to receive remuneration and make financial transactions. The bank will require proof of registration and copies of the directors’ identification documents.
It is also advisable to choose a bank with good reputation and reliability. This will help to reduce the risk of fraud and other issues. You should also avoid accepting information communicated by the counter or call centre staff at face value as they may not understand the problem or provide you with an incorrect answer.
Upon company registration in Thailand, we can assist you with opening a corporate bank account. This will enable you to conduct international incoming and outgoing transactions. Please note that foreign directors or signatories will need to have a work permit or visa.
Most companies in Thailand are registered as limited companies, and their liability is limited to the amount of capital they contribute. Unlike unregistered partnerships, which are jointly and severally liable for all the partners’ obligations, registered limited companies are a legal entity separate from their owners.
Foreign investors are generally allowed to own up to 49 percent of a private limited company. However, 100% ownership is possible in certain industries through a foreign business license or registration under a treaty of amity.
Companies are required to file financial statements and audited accounts each year. They must also pay taxes on dividends, real estate and movable property. Other taxes include value-added tax and specific business taxes. Deductions and allowances are available for income, rent, investment in equipment, etc. Stamp duty is imposed on leases, hire purchase contracts, transfers of shares/debentures and loans. Signboard tax is levied on commercial signs at varying rates depending on size and whether or not the words are in Thai.