This guide takes you through the steps of how to register a company in Thailand.
A private limited company is the most common business structure foreign investors choose to establish. However, before setting up a private limited company in Thailand, you must complete several steps and requirements.
Let’s go through the registration process step-by-step.
Steps of registering a private limited company in Thailand
Step 1: Registering the company name
The name you can choose for your company must not be identical to or resemble the name of a pre-existing registered partnership or company.
Certain terms are also prohibited from being used in company names. For example, the term investment cannot be used, but capital can be used. The company name must end with the word Limited. The name must be reserved with the Department of Business Development (DBD) of the Ministry of Commerce.
It is recommended to reserve three names ranked by priority to maximise the chances of your success. The company name will be registered in Thai, even if its name is in English. Do not propose a name that is lengthy of difficult for non-English speakers.
The name of your business can be different from the company name. You can also use the same name for several companies provided that you accompany the name with a different figurative word (for example, ABC Trading Ltd, ABC Holdings Ltd or ABC Capital Ltd).
Once the name is approved, the name will be valid for 30 days, and no extension is permitted. Within this period of time, step two must be completed.
Step 2: Filing the Memorandum of Association
The MOA is a special agreement made by the founders (promoters) of the company.
The MOA must include the following details:
- The name of the proposed company
- The province of the Kingdom where the registered office of the company will be situated
- The objectives of the company
- A declaration that the liability of the shareholders will be limited
- The amount of share capital that the company proposes to be registered
- The names, addresses, occupations and signatures of the promoters (at least three individuals – not corporate entities)
- The number of shares subscribed to by each of the promoters
The MOA must be submitted to the DBD.
The fee for the registration of the MOA is THB 50 per THB 100,000 of the registered capital. The minimum is THB 500, and the maximum fee is THB 25,000.
Step 3: The statutory meeting
The statutory meeting can be convened as soon as you register the memorandum of association.
Its purpose is to:
- Adopt the regulations (i.e., articles of association) of the company
- Ratify any contracts entered into by the promoters or expenses incurred by the promoters in promoting the company
- Fix the amount to be paid to the promoters
- Fix the number of preference shares (if any) to be issued and the nature and extent of the preferential rights accruing to them
- Fix the number of ordinary shares or preference shares to be allotted as fully or partly paid-up otherwise than in money, if any, and the amount up to which they shall be considered as paid-up
- To appoint the first directors and auditors and the fixing of their respective powers
The resolutions of the Statutory Meeting will not be valid unless passed by a majority, including at least one half of the total number of subscribers entitled to vote.
Step 4: Registering the company
The application can be lodged at the Ministry of Commerce on the same day that the memorandum of association is registered, provided that the Statutory Meeting has already been convened.
The registration application must be lodged no later than three months from the date of the Statutory Meeting, or you will need to provide an explanation for the delay.
The following details must be provided in the application:
- The total number of shares subscribed or allotted (distinguishing ordinary shares from preference shares, if any)
- The number of ordinary shares or preference shares allotted as fully or partly paid-up otherwise than in money, and in the latter case, the extent to which they are paid-up
- The amount already paid in money on each share; the total amount of money received in respect of shares
- The names, occupations and addresses of the directors and if the directors have power to act separately, their respective powers and the number or names of the directors whose signature is binding on the company
- The period for which the company is registered (if any has been fixed)
- The address of the principal office and all branches and any other relevant particulars
The company director will also need to sign a statement attesting that each shareholder has paid their share subscription.
Receipts must be signed by the director and mention:
- The name of the shareholder
- The amount paid
- The number of shares purchased
- The value per share
- That the money is collected for payment of the capital
The registration fee for a private limited company is THB 5,500 per THB 1 million of the registered capital.
Step 5: Registering for corporate income tax and VAT
Once your company has been registered and within 60 days of incorporation or the commencement of operations, you will need to apply for and obtain a company corporate tax ID card from the Revenue Department.
If your company has a turnover of more than THB 1.8 million per annum and is not subject to Special Business Tax, you must register for VAT within 30 days of the date the company’s turnover exceeds the threshold.
Specific business tax (SBT) is a tax imposed on businesses that are excluded from VAT. Certain businesses are also subject to SBT instead of VAT; these businesses include:
- The business of finance, securities and credit foncier
- Life insurance
- Business with regular transactions similar to commercial banks, such as the provision of loans, provision of guarantees, exchange of currencies, issuance, purchase or sale of bills or transfer of money abroad by different means
- Sale of immovable property in a commercial or profitable manner
- Sale of securities
Step 6: Social security registration
A company that has one or more employees must register at the Social Security Office within 30 days of hiring its first employee.
Foreigners who are legally working in Thailand must also register with the Social Security Office and are entitled to the same benefits as Thai employees.
If the registration is not made within the specified time, the employer will be liable to imprisonment of not exceeding six months or a fine of not more than THB 20,000, or both.
The current contribution rate is 5% of the employee’s salary.
The minimum salary to be calculated is THB 1,650, and the maximum is THB 15,000; therefore, the minimum contribution is THB 83, and the maximum is THB 750. Even though an employee’s salary exceeds THB 15,000, the maximum contribution will be THB 750.
Contributions must be submitted to the Social Security Office within the 15th of the following month.
COVID-19 relief measures
The Thai cabinet approved an additional contribution reduction from 3% to 0.5% for February and March 2021.
Foreign investors have several business structures they can choose if interested in setting up a business in Thailand. Contact Acclime to guide you through the steps of registering a company in Thailand hassle-free.