Thailand is a country known for its vibrant economy, making it a popular choice for entrepreneurs and investors looking to set up a business. In order to do so, however, there are several legal requirements that need to be met, one of which is company registration. This guide provides a comprehensive overview of the company registration law in Thailand, including the steps involved, the types of companies that can be registered, and the legal obligations that must be met.
Types of Companies
There are several types of companies that can be registered in Thailand. The most common types are:
- Private Limited Company (PLC) – This is the most popular form of business structure in Thailand. A PLC is a separate legal entity and can have between 2 and 50 shareholders. The liability of each shareholder is limited to the amount of their respective shareholdings.
- Public Limited Company (PubCo) – A PubCo is similar to a PLC, but has a minimum of 15 shareholders and can offer shares to the public. The liability of each shareholder is limited to the amount of their respective shareholdings.
- Limited Partnership (LP) – An LP is a partnership between one or more general partners and one or more limited partners. The general partners have unlimited liability for the partnership’s debts, while the liability of the limited partners is limited to the amount of their respective contributions.
- Registered Ordinary Partnership (ROP) – An ROP is a partnership between two or more partners. Each partner is personally liable for the debts of the partnership.
- Branch Office – A foreign company can establish a branch office in Thailand. The branch office is not a separate legal entity and is fully liable for the debts and obligations of the parent company.
Steps for Company Registration
The process for registering a company in Thailand can be broken down into the following steps:
- Company Name Reservation – The first step is to reserve a name for the company. The name must be unique and not already in use by another company. The name can be reserved for up to 30 days.
- Memorandum of Association – The Memorandum of Association (MOA) outlines the company’s objectives, activities, share capital, and shareholder information. This document must be signed by at least 3 promoters and submitted to the Ministry of Commerce.
- Articles of Association – The Articles of Association (AOA) outline the company’s internal rules and regulations. This document must be signed by all shareholders and submitted to the Ministry of Commerce.
- Shareholder Meeting – Once the MOA and AOA are approved, a shareholder meeting must be held to appoint directors and auditors.
- Business Registration – The final step is to register the company with the Department of Business Development. The company will be issued a tax ID and a registration number.
Once the company is registered, there are several legal obligations that must be met. These include:
- Taxation – All companies are required to pay corporate income tax, value-added tax, and specific business tax. Failure to comply with tax obligations can result in penalties and legal action.
- Accounting and Auditing – All companies are required to maintain accurate financial records and submit audited financial statements to the Department of Business Development.
- Work Permits and Visas – If the company hires foreign employees, work permits and visas must be obtained in compliance with Thai law.
- Annual Meetings and Reports – All companies are required to hold annual shareholder meetings and submit an annual report to the Department of Business Development.
Registering a company in Thailand can be a complex process, but it is an important step for any business looking to establish a presence in the country. It is important to understand the legal requirements and obligations that