Memorandum of association.

This guide is a fundamental introduction to the memorandum of association in Thailand.

The memorandum of association (MOA) is a legal document made by the founders (promoters) of the company during the company’s registration process. It is a requirement by Thai law that all limited companies must have an MOA.

The MOA sets out how the company is formed, and is distinct from the Articles of Association (AOA), which sets out how the company is run.

Let’s learn more about the MOA.

Memorandum of association requirements

A private limited company’s MOA must contain the following information:

• The name of the company
• The location of the company’s registered office
• The objectives of the company
• Registered capital must be divided into each share with the same value
• The name, address, age, occupation and number of shares that persons who start up the company reserve to buy the shares
• Name, address and age of two witnesses

The MOA of a public limited company must include the following:

• The company name
• The purpose of the company to offer shares for sale to the public
• The objective of the company
• Registered capital including the type, number and value of shares
• The province where the company will be located
• The names, dates of birth, nationalities and addresses of the promoters and the numbers of shares for which each of them has subscribed

The application for filing the memorandum must be submitted with a stamp duty of THB 200 to the Department of Business Development (DBD).

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Capital requirements

The Thai law does not prescribe any minimum capital requirements for a majority Thai-owned limited company with no foreign staff or directors.

However, if the private limited company employs foreign staff or directors, it needs to have THB 2 million in registered capital per foreign employee. Restricted businesses under the Foreign Business Act must have a registered capital of THB 3 million.

The fee for the registration of the private limited company’s 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.

For a public limited company, the registration fee is THB 1,000 per THB 1 million of the registered capital. The maximum fee is THB 25,000.

Company directors

Once the memorandum of association is filed, the names, addresses and occupation of the foreign company directors must be specified.

There are no specific requirements regarding the nationality of the directors for a Thai private limited company.

Registered corporate address

The company’s registered corporate address can be any valid street address which the owner or legal tenant can confirm in writing that the company is authorised to occupy the premises.

Companies that do not have registered addresses can use our virtual office space or fitted desk space solutions.

Conclusion

Drafting the memorandum of association is an important step that must be completed during the process of registering a company in Thailand. Schedule a free consultation with Acclime to help support you through the process.