Belaws Home ›› Thailand ›› Incorporation ›› Limited company
Sociétés
Société À Responsabilité Limitée
A Limited Company, is the most popular form of business structures in Thailand. This is due to the flexibility offered to business owners. Foreigners can either establish a Limited Company as a joint venture with a Thai National, or as a 100% foreign owned entity.
What is a Limited Company in Thailand?
Thai Limited Companies are the Thai equivalent of a Limited Liability Company (LLC). Limited Companies are made up of both directors and shareholders. Limited Liability means that the shareholder in a Thai Limited Company can only ever be liable for the capital they invested only.
The key features of a Limited Company are:
- A minimum of three shareholders is required.
- The liability of each of the shareholders is limited to the value of their shares.
- The directors are responsible for managing all company affairs.
• Foreign ownership
100% foreign ownership is possible depending on the business activities.
• Full Control
Preference share structure allows companies to adjust share voting rights and dividend allocations between the shareholders.
• Foreign Business License
A Foreign Business License is required for most activities for companies which are > 50% owned by foreigners.
• Minimum Capital Requirements
2 million Baht per foreign employee.
• Business Restrictions
If > 50% foreign owned, Limited companies can only engage in business activities that are not restricted under the Foreign Business Act or other regulations.
• Hiring of Foreign employees
A ratio of 4 Thai employees per foreign employee hired is required to support a Work Permit.
Pricing
FROM
THB 20,000 *
+ 7% VAT
5 business days
(Average time from the moment
we receive complete information from you)
* + Government Fees: THB 8,500
Application handled by a corporate expert.Scope of work
- Assistance in the pre-registration procedures. This includes drafting and filing the Memorandum of Association, registering the company name and calling a Statutory Meeting..
- Prepare and file documents with the Ministry of Commerce to set up a Limited Company. This includes collecting and collating the required documents
- Answering questions in relation to the process for setting up a Limited Company.
- Advising you on the post registration duties to ensure a smooth business operation.
Need more?
Additional services that you may need as well
What is the process for registering a Limited Company?
Be prepared for registering your Limited Company with our comprehensive and free registration checklist.
Be prepared for registering your Limited Company
with our comprehensive and free registration checklist.
Pre-registration requirements
Our experts can assist you with the initial steps for registering your Limited Company. This includes:
- Identifying the correct company structure that best fits your needs
- Establishing an address for registering your company
- Reserving the company name online with the Department of Business Development (DBD) and making sure the chosen name is available and satisfies any relevant criteria.
TIMELINE
5 business days
Collecting documents and filing the application
Our team of experts will collect, collate and fill in all the required documents, ready for your signature.
TIMELINE
A few days to collect documents from the parties and prepare the application
Registration of the Limited Company
Our team of experts will file all the documents and application forms with the Ministry of Commerce.
TIMELINE
One day for filing the application
Post-registration requirements
The company registration number is the Tax ID of the Company. Our experts can assist with you the next necessary steps to start your business:
- Ouverture d'un compte bancaire
- VAT registration (not always required)
- Social Security Office registration (required within 1 month of hiring a new employee)
- Setting up the accounting and tax filing system
- Obtaining business licenses
- Visa and Work Permit for the foreign employees
TIMELINE
1 day for Social Security Registration1 weeks for VAT Registration2 days * to open a bank account2 weeks * to obtain a work permit
Frequently asked questions
What is the price to register a company?
The Government fees for registering a Limited Company is THB 8,500, however, the legal fees are dependent on the overall scope of work. The service fee from our corporate expert to register a company starts from THB 20,000 for a 100% foreign Thai or foreign owned company. If there is a mix of foreign and Thai shareholders (Joint Venture), the service fee is THB 40,000.
For a Preference Share structure (alter voting rights and dividend rights), the service fee is THB 20,000 (our experts will need to draft specific Articles of Association). If you need a Shareholder Agreement, our service fees start from THB15,000.
What is the minimum capital to register a company?
Limited Companies in Thailand can be registered through issuing 3 shares with a value of THB 5 each. However, in practice you would need at least THB 50,000 to register a company. It is also possible to deposit only 25% of the desired capital when registering a company. If the company in question wishes to hire foreign staff, it is necessary to have a minimum paid up capital of THB 2 Million per foreigner/Work Permit required.
How many directors are required in a Limited Company?
A Thai Limited Company is required to have at least 1 Director. Directors can be either Thai or foreign.
How many shareholders are required in a Limited Company?
A Thai Limited company is required to have a minimum of 3 shareholders.
Do I need a Thai partner to register a Limited Company?
It is not required to have a Thai Partner when registering a Limited Company in Thailand. However, if your company is majority owned by foreigners (>50%) numerous business activities, including services are restricted and require you to obtain a Foreign Business Licence (FBL), whereas having Thai Partners (51% Thai and 49% Foreign ownership) allows the company to engage in most business activities.
Do I need to lease an office for the company registration?
A corporate address is a mandatory requirement for registering a Thai Limited Company. During the initial stages of registering a company (company and tax registration), the address doesn’t have to be a dedicated office space. However, when the Limited Company starts undertaking its business activities, a dedicated office space is required. This is a requirement for VAT and Social Fund registrations, as well as hiring foreign staff.
Contentieux
When registering for VAT companies will need to submit documents from the owner of your office/registered address, a copy of the lease agreement, and pictures of the office with the employees.
Social fund registration
All employees (both Thai and foreign) are required to be registered with the Social Security Fund. As part of the registration process, photos of the employees at their workplace as required.
What are the ongoing obligations for the company once it is registered?
Thai companies are subject to ongoing obligations in the following areas, corporate and accounting.
Corporate: Any changes to the corporate structure of your company e.g. a changes to the companies name, registered capital, shareholders and address etc, must be registered with the relevant authorities. Please note, that companies are only obliged to report these changes when they arise and not at specified times.
Accounting: Registered Thai companies are subject to monthly and yearly accounting obligations. These include filing tax VAT and Withholding Tax (WHT) documents to bookkeeping and annual audits.
How can I obtain Work Permits for foreign employees?
To support a Work Permit for a Limited Company in Thailand the following is required:
- A minimum Capital Investment of 2 Million Baht required.
- Four Thai employees must be hired.
Please note, that the above only applies to 1 Work Permit. Each additional Work Permit required must also meet the above requirements i.e. 2 Work Permits = 4 Million THB and 8 Thai employees.
Additionally, if the employee requiring a Work Permit is married to a Thai National, only THB 1 Million registered capital is required.
Explore other structures
Question Before You Begin? *
Question Before You Begin? *
Speak to our expert by scheduling afree call on how to set up a Limited Company in Thailand with Belaws.
(*) This Conversation is intended to provide basic answers to questions you may have about the Limited Company. But it is not a Lawyer’s Consultation. Learn more.
The last 3 posts of our blog
Belaws Thailand
What is the current scope of regulations relating to Blockchain in Thailand today?
Thailand was one of the very first countries to regulate blockchain, how does the legislation look today?
Buying real estate in Thailand with crypto-currencies
Is it possible to use your crypto to buy a property in Thailand? In theory, yes, but in practice it depends.
Why choose Belaws?
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Sed quis dui finibus, feugiat tellus suscipit, eleifend ante. Lorem ipsum dolor sit amet, consectetur adipiscing elit.
+66 (0) 92 990 1046Ouvert du Lundi au Vendredi
9h - 18h (Heure de Paris + 6h)
Belaws 2017 - 2024 | Belaws provides information and software only. Belaws is not a "lawyer referral service" and does not provide legal service or participate in any legal representation. Belaws is not a law firm or a substitute for an attorney or a law firm. The use of Belaws is subject to our Terms of Use.