Registering a Thai limited company is one of the most popular ways for entrepreneurs, both local and foreign, to establish a business presence in Thailand. A limited company, particularly a Private Limited Company (Co., Ltd.), offers distinct advantages such as limited liability for shareholders, corporate credibility, and the ability to enter into legal contracts. Thailand’s company registration process is governed by the Civil and Commercial Code and administered by the Department of Business Development (DBD) under the Ministry of Commerce. While the process involves multiple steps and compliance requirements, it is structured, efficient, and well-supported by Thai business laws.
This guide outlines how to register a Thai limited company, including legal prerequisites, procedural steps, and important considerations for a successful setup.
1. The Structure of a Thai Limited Company
A Thai limited company typically has the following characteristics:
- At least three shareholders (either Thai or foreign)
- At least one director (can be Thai or foreign)
- Limited liability for shareholders up to the amount of their shareholding
- A Memorandum of Association and Articles of Association
- Legal recognition as a separate legal entity
In general, if a company has more than 49% foreign ownership, it may be restricted under the Foreign Business Act (FBA) unless it qualifies for an exemption or promotion (e.g., BOI promotion or U.S.-Thai Treaty of Amity).
2. Pre-Registration Considerations
Before initiating the registration process, consider the following key points:
- Company Name: Choose a unique name that complies with DBD naming rules. Certain terms like “investment,” “finance,” or “royal” may be restricted.
- Business Activities: Define the scope of business and verify whether it falls under restricted activities for foreigners.
- Registered Address: Secure a business address in Thailand, which must be verifiable and approved for commercial use.
- Ownership Structure: Decide on Thai-to-foreign ownership ratios, especially if foreign shareholders are involved.
3. Step-by-Step Process of Company Registration
Step 1: Reserve the Company Name
- File a name reservation through the DBD’s online system.
- You may submit three name options in order of preference.
- Approval typically takes 1–3 business days.
- The reserved name is valid for 30 days and cannot be extended.
Step 2: Prepare and File the Memorandum of Association (MOA)
- The MOA must include:
- Approved company name
- Registered office address
- Company objectives
- Registered capital
- Name, address, and signatures of at least three promoters
- Minimum registered capital: While there’s no specific amount required, a minimum of 2 million THB is recommended for businesses involving foreign work permits.
Step 3: Convene the Statutory Meeting
- Once the MOA is registered, a statutory meeting must be held to:
- Approve company regulations (Articles of Association)
- Ratify business contracts made by promoters
- Appoint company directors and an auditor
- Allocate shares to subscribers
Step 4: Register the Company
- File the application to establish the company with the DBD within three months of the statutory meeting.
- Required documents include:
- Company registration form
- MOA and Articles of Association
- Statutory meeting minutes
- List of shareholders
- Consent letters from directors and auditors
- Identification documents of shareholders and directors
- If the company has foreign shareholders, additional documents such as passports, proof of funds, and affidavits may be required.
Step 5: Obtain the Company Registration Certificate
- Upon approval, the DBD issues:
- Certificate of Incorporation
- Company Affidavit
- List of Shareholders (Bor. Or. Jor. 5)
- Articles of Association
The official registration fee is approximately 5,500 THB, depending on the registered capital.
4. Post-Registration Requirements
After registering the company, several post-registration steps are required to ensure full compliance:
a. Tax Registration and VAT
- If your annual income exceeds 1.8 million THB, you must register for Value-Added Tax (VAT) within 30 days.
- Register with the Revenue Department for a Tax Identification Number.
b. Social Security Fund Registration
- If you hire one or more employees, you must register with the Social Security Office (SSO).
- Contributions are mandatory from both employer and employee.
c. Company Bank Account
- Open a corporate bank account in the company’s name.
- Most banks require:
- Certificate of Incorporation
- Company Affidavit
- List of shareholders
- Minutes of meeting authorizing account opening
d. Apply for Work Permits (If Needed)
- If foreign directors or staff will work for the company, apply for non-immigrant B visas and work permits.
- Work permits require a minimum registered capital of 2 million THB per foreign employee or participation in BOI/treaty programs.
5. Foreign Business License (If Applicable)
If the business falls under the Foreign Business Act’s restricted categories, and more than 49% of the company is foreign-owned, you must apply for a Foreign Business License (FBL). Alternatively, consider:
- Board of Investment (BOI) Promotion: Offers benefits such as tax exemptions and 100% foreign ownership in promoted industries.
- Treaty of Amity (U.S. Citizens only): Allows majority U.S.-owned businesses to operate in Thailand with national treatment.
6. Annual Compliance Obligations
Once operational, your Thai limited company must comply with the following annual duties:
- File annual financial statements with the DBD.
- Submit corporate income tax returns (PND 50) to the Revenue Department.
- Hold an annual general meeting (AGM) to approve accounts and appoint auditors.
- Update the shareholder list annually.
Conclusion
Registering a Thai limited company is a structured process that provides entrepreneurs with legal recognition, limited liability, and a platform for long-term business operations in Thailand. Whether you’re a Thai national or a foreign investor, understanding the registration steps—from name reservation and MOA filing to statutory meetings and compliance—is essential for a smooth launch. With the right preparation, legal advice, and adherence to Thai corporate laws, setting up a limited company in Thailand can be an efficient and rewarding process that unlocks numerous business opportunities in the region.