incorporation
Essential Documents for Company Registration in Thailand
If you are considering setting up a business in Thailand, company formation, including securing a business registration certificate, registering your business name and company, is one of the first steps. This process is relatively straightforward, but adhering to the legalities and having a registered agent, such as an LLC, and all the required documents, filing papers, and compliance certification is important to avoid delays or complications. Our team of legal experts is vastly experienced in setting up business in Thailand and is available to provide any assistance you may need, including acting as your registered agent.
This blog post will explore the documents required for company registration in Thailand for the most common business structures, including those relevant to small businesses.
Key points
- Preparing the documents for registering a company properly and efficiently is essential to register the company quickly.
- Improper completion or missing information and documents can lead to delays and problems in the company registration process.
- Each company structure will have its own unique requirements in terms of documentation.
What are the most common types of company structures in Thailand?
Several company structures, including LLCs, are available in Thailand, providing various options for foreign entrepreneurs and small businesses looking into setting up business in Thailand. The most common structures include:
Limited Company (Ltd.): The most common business entity in Thailand, a limited company offers shareholders limited liability for the company’s debts and liabilities. For more info, please see here.
BOI Company: A Board of Investment (BOI) company is a Limited Company that has been granted a promotion from the Board Of Investment. The documents required for registration are the same, but the application for the BOI promotion itself is completely different. For more info about the BOI and its advantages, please see here
Representative Office: A representative office is a foreign company’s presence in Thailand limited to marketing and promotional activities. For more info, please see here.
Branch office: A branch office is a foreign company’s presence in Thailand authorized to conduct business activities on behalf of the parent company. For more info, please see here.
For a more detailed description, please check out our blog topic on Thailand’s different company structure options.
What are the General Requirements to Register a Company in Thailand?
To register a company in Thailand, you must meet the following general requirements, which often include appointing a registered agent::
- The company must have at least two shareholders and one director.
- The company must have a registered office address in Thailand. For more information, please click here
- The company must have, in most cases, a minimum registered capital of THB 50,000, however, if the company wishes to hire foreign employees, they will need THB 2 million. BOI companies will be required to pay at least THB 1 million in registered capital, but the actual amount depends on the requirements stipulated by the BOI.
- The company must have a company name approved by the Department of Business Development (DBD). For more information, please see our blog post here
What documents are required to register a Thai Limited Company?
The specific documents required for company registration will vary depending on the type of business entity you are registering. However, for a Thai Limited Company, the required documents include:
- A completed company registration application form with original signatures from the shareholders and directors
- A copy of the company’s Memorandum of Association (MOA) and Articles of Association (AOA)
- Minutes from the statutory meeting approving the MOA and AOA.
- Copies of the shareholders’ and directors’ passports or Thai ID cards
- A copy of the lease agreement or title deed for the company’s registered office
- Proof of payment of the registration fee
What documents are required to register a Branch Office?
To register a Branch Office, the specific requirements may vary depending on your circumstances, the following are typically required:
Certified copy of the parent company’s incorporation documents: You must provide a certified copy of the parent company’s incorporation documents, such as the certificate of incorporation.
Certified copy of the parent company’s financial statements: It is necessary to provide certified copies of its financial statements, including balance sheets, income statements, and cash flow statements.
Letter of appointment for the branch office’s authorized director(s): You must submit a letter of appointment that designates the authorized director(s) responsible for managing the branch office’s operations in Thailand.
Power of attorney empowering the authorized director(s): A power of attorney is required to empower the branch office’s authorized director(s) to act on behalf of the parent company.
What documents are required to register a Representative Office?
The registration process for a Representative Office in Thailand involves submitting specific documents to the Department of Business Development (DBD) in Bangkok or the Provincial Office of Business Development in other provinces. The following documents need to be submitted:
- An official document mentioning the company’s name, capital, objects, location of operation, list of directors and authorized signatories, and financial records for the previous three years.
- The total number of shareholders, their countries, and the number of shares they own.
- Office location in Thailand and confirmation of ownership or occupancy of the Representative Office’s office space.
- Employees’ numbers, names, and salaries
- Detailed explanation of the following:
- A business forecast for the following three years
- The type, size, and intended period of the business
- The stages of operations
- The proposed machinery and/or office equipment to be used
- The impact on the Thai economy: what will the Representative Office add to the Thai economy?
- An estimation of the spending on fixed assets and operational expenses in Thailand for the first three years, as well as an estimation of the benefits of the Thai economy
- A plan for the import and transfer of foreign technology and for research and development (if any)
- A declaration that the applicant, directors, managers, or appointed representative meet the requirements and do not have a forbidden characteristic under section 16 of the Foreign Business Act.
- A representative can be the authorized signatory in charge of business activities in Thailand. A certificate of appointment, a copy of the chosen representative’s passport, and proof of his or her Thai residence (or evidence of permission to enter Thailand) will be required.
- A power of attorney to the person representing the applicant during the process (along with a copy of his or her passport, if appropriate).
After submitting the necessary documents to the Department of Business Development, the Representative Office can commence operations within two weeks in practice. Upon approval, a certificate or registration number is issued to the office.
What are the documents required to obtain a BOI promotion?
As mentioned above, a BOI company is a Thai Limited company that has been awarded a promotion from the BOI. To apply for a BOI promotion, the following documents are required.
As part of the application process, companies must submit application forms relating to the company’s specific business category.
Information required by the BOI includes:
- The total amount of registered capital and how the company will provide this capital.
- Detailed information on the company’s project and what they intend to do and how it will bring value to the Thai economy.
- Employee details e.g. the number of foreign and Thai employees the company anticipates hiring
- Information regarding the management team’s skills and experience
- A copy of the passport of the applicant and his resume
- Estimated earnings and expenses of the company for its initial three years
- Once the application is submitted, a BOI officer will review it and often ask for complementary information. The BOI Officer notably checks that the numbers input in the business plan match and make economic sense. The back and forth can continue until the BOI officer is satisfied with the complementary answers (from 2 to more than 10 for complex projects with high capital investment).
Please click here for a more detailed BOI promotion application process breakdown.
How can Belaws help?
For more information about how to start your small business in Thailand, why not talk to one of our experts now?
Please note that this article is for information purposes only and does not constitute legal advice.
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Frequently asked questions
How much does it cost to register a company in Thailand?
The cost of registering a company in Thailand varies depending on the type of company you are registering. However, the general registration fee is THB 5,000. Additionally, you will need to pay a minimum registered capital of THB 50,000 (or THB 2 million if you wish to hire foreign employees).
How do I register a company in Thailand?
The process of registering a company in Thailand is relatively straightforward. However, it is important to have all the required documents in order to avoid delays or complications. The following are the general steps involved:
- Reserve a company name with the Department of Business Development (DBD).
- Prepare and sign the necessary documents, including the Memorandum of Association (MOA) and Articles of Association (AOA).
- Hold a statutory meeting to approve the MOA and AOA.
- Register the company with the DBD.
- Open a company bank account.
- Register for corporate income tax and VAT.
Can a foreigner own a company in Thailand?
Yes, foreigners can own companies in Thailand. However, there are some restrictions on foreign ownership. For example, foreigners cannot own more than 49% of the shares of a company that is engaged in certain businesses, such as agriculture, mining, and media.
What is the LLC equivalent in Thailand?
The LLC equivalent in Thailand is the Limited Company (Ltd.). A Limited Company is the most common type of business entity in Thailand. It offers shareholders limited liability for the company’s debts and liabilities.
Can I own 100% business in Thailand?
Yes, you can own 100% of a business in Thailand, but only if you register a Thai Limited Company. However, there are some restrictions on foreign ownership of Thai Limited Companies. For example, foreigners cannot own more than 49% of the shares of a Thai Limited Company that is engaged in certain businesses, such as agriculture, mining, and media.
How can a foreigner set up a company in Thailand?
The process of setting up a company in Thailand as a foreigner is the same as the process for Thai nationals. However, there are a few additional things that foreigners need to do, such as obtaining a work permit and visa.
How much does it cost to register a company in Thailand?
The cost of registering a company in Thailand varies depending on the type of company you are registering. However, the general registration fee is THB 5,000. Additionally, you will need to pay a minimum registered capital of THB 50,000 (or THB 2 million if you wish to hire foreign employees).
Step-by-Step Guide to Setting Up a Thai Limited Company in 2024
STEP 1: Company Name Reservation
- Guidelines: Follow the name reservation guidelines provided by the Department of Business Development (DBD) in the Ministry of Commerce.
- Name Options: Provide at least 2-3 alternative company names to ensure availability.
- Submission: Submit the preferred names for reservation.
STEP 2: Identifying Promoters, Shareholders, and Directors
- Minimum Requirements:
- At least two (2) promoters.
- At least two (2) shareholders.
- At least one (1) director.
- Documentation for Thai Shareholders (if applicable):
- If the shareholders are a mix of Thai and foreign nationals, or all Thai with foreign directors, Thai shareholders must provide a Bank Statement Certificate from a Thai bank showing funds equal to or exceeding the cost of their shares.
- Information Needed:
- Passport or Thai ID Card number.
- Age, address, and occupation.
- Contact details of promoters, shareholders, and directors.
STEP 3: Filing Memorandum of Association (MOA)
- Information Required in MOA:
- Reserved company name.
- Company’s provincial location.
- Business objectives.
- Registered capital amount.
- Names of promoters.
- Capital Requirements:
- No set minimum capital, but should be reasonable for business operations.
- Minimum capital of THB 2,000,000 per foreign employee for work permit purposes.
STEP 4: Convene a Statutory Meeting
- Purpose of the Meeting:
- Define the share structure.
- Approve the Memorandum of Association and Articles of Association.
- Elect the Board of Directors.
- Appoint an auditor.
- Timing: Ensure the meeting is held at least 7 days before the company registration.
STEP 5: Registration
- Submission: Directors must submit the application to establish the company within 3 months of the statutory meeting.
- Fees: Pay the required company registration fees.
STEP 6: Corporate Income Tax Registration
- Tax ID Registration:
- Obtain a Tax ID card and registration number from the Thailand Revenue Department within 60 days of incorporation or starting business operations.
- VAT Registration:
- If the business is liable for Value Added Tax (VAT), register for a VAT ID within 30 days of reaching THB 600,000 in sales.
STEP 7: Opening a Company Bank Account
- Requirements:
- The company must be officially registered.
- Details Needed:
- Choose the bank and branch.
- Determine the type of accounts required.
- Identify who will sign the paperwork.
- Process:
- The registration usually takes at least 9 days due to the required statutory meeting.
By following these steps, you can successfully set up a Thai Limited Company. Ensure all required documents and information are prepared in advance to streamline the process.
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