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Memorandum of Association in Thailands
03/03/2023
The memorandum of association (MOA) is a document written by the founders of a company during the company’s incorporation process. Thai law requires that all limited companies must have an MOA.
The memorandum of association sets out how the company is formed and differs from the Articles of Association (AOA), which establishes how the company will be run.
Key points
- A memorandum of association is a legal document that establishes a company’s fundamental principles and objectives at incorporation.
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It is a requirement by Thai law that all limited companies must have an MOA.
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The memorandum of association typically includes essential details about the company, such as its name, registered office address, the amount of share capital, etc.
What is a memorandum of association?
A memorandum of association is a legal document that establishes a company’s fundamental principles and objectives at incorporation.
The memorandum of association typically includes essential details about the company and provides a snapshot of a company’s founding principles and activities.
Investors, shareholders, and other stakeholders often use a memorandum of association to understand the company’s origins and objectives.
It is a requirement by Thai law that all limited companies must have an MOA.
What is the difference between articles of association and a memorandum of association?
The articles of association and memorandum of association are two legal documents that may be required for forming a company in many jurisdictions. While they are both important documents that govern a company’s operations, they serve different purposes.
The memorandum of association establishes the fundamental principles and objectives of the company at the time of its incorporation.
A memorandum of association will include details such as:
- the company’s name,
- registered office address,
- objects (i.e., the activities it is authorized to undertake),
- the amount of share capital, and
- the number and value of the shares the company is authorized to issue.
Whereas the articles of association are a set of rules that govern the internal management and operation of the company. They provide details about the company’s share capital, the rights and duties of shareholders, the appointment and powers of directors, the procedures for holding meetings, and other matters related to the company’s governance and administration.
For more information about articles of association in Thailand, please review our blog post here.
What are the requirements for a memorandum of association?
A private limited company’s Memorandum of association 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 of the shareholders
- Name, address, and age of two witnesses
The memorandum of association for a public limited company must include the following:
- The company name
- The purpose of the company is 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).
Capital requirements
The minimum capital to register a private limited company in Thailand is 15 Baht. Therefore, a company must have at least three shareholders, and the minimum amount per share is 5 Baht.
In practice, the authorities will not accept such a low amount as the minimum capital should be sufficient to operate the company’s business.
If the company hires foreign employees or needs to obtain some business licenses, additional capital requirements may apply. For example:
– Minimum capital: 15 baht (in practice, minimum 100,000 THB)
– Minimum capital with foreign employees: 2 million Baht (per foreign employee, however, if the foreign employee is married to a Thai national, 1 million Baht)
– Minimum capital for a majority foreign-owned company not subject to a Foreign Business License: 2 million Baht
– Minimum capital for a majority foreign-owned company with a Foreign Business Licence: 3 million Baht (or 25% of the average annual estimated expenses for three years of operation – whichever is the higher)
– Minimum capital with a BOI License: 1 million Baht (no capital requirement for skilled foreign employees).
However, if the private limited company employs foreign staff or directors, it is required to have THB 2 million in registered capital per foreign employee. Furthermore, restricted business under the Foreign Business Act requires a registered capital of THB 3 million.
The private limited company’s MOA registration fee is THB 50 per THB 100,000 of the registered capital. There is a minimum fee of THB 500, and the maximum fee is set at THB 25,000.
The registration fee for a public limited company is THB 1,000 per THB 1 million of the registered capital (with a maximum fee of THB 25,000).
Company directors
The company directors’ names, addresses, and occupations must be specified upon filing the memorandum of association.
There are no specific requirements regarding the nationality of the directors for a Thai limited company.
Registered corporate address
A registered business address is where the company’s official documents, letters, and notices are sent.
Registered company addresses must be physical or virtual and cannot be a P.O. Box.
For more information, please take a look at our blog post here.
How can Belaws help?
For more information about memorandums of association in Thailand, why not talk to one of our experts now?
This article is for information purposes only and does not constitute legal advice.
Our consultations last for a period of up to 1 hour and are conducted by expert Lawyers who are fluent in English, French and Thai.
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Frequently asked questions
What is a Memorandum of Association?
A Memorandum of Association is a legal document that establishes a company’s fundamental principles and objectives at the time of its incorporation. It includes essential details about the company, such as its name, registered office address, share capital, and authorized shares.
Why is a Memorandum of Association necessary for limited companies in Thailand?
Thai law requires that all limited companies must have a Memorandum of Association. It is a legal document that sets out how the company is formed and its founding principles and activities.
What is the difference between the Memorandum of Association and Articles of Association?
The Memorandum of Association establishes a company’s fundamental principles and objectives at the time of its incorporation, while Articles of Association are a set of rules that govern the internal management and operation of the company.
What are the capital requirements for registering a private limited company in Thailand?
The minimum capital to register a private limited company in Thailand is 15 Baht, but in practice, the minimum is 100,000 THB. If the company hires foreign employees or needs to obtain some business licenses, additional capital requirements may apply.
can i register a limited company at my home address
Changing the registered location of a company in Thailand may seem like a simple process, but there are actually two distinct procedures that one must be mindful of.
The first procedure applies when the company relocates to a different location within the same province.
The second procedure is followed when the company moves to a different province in Thailand.
If the company is relocating within the same province, the change must be registered with the Revenue Department. In addition, the Department of Business Development (DBD) and Social Security Fund (SSF) must also be notified of the change.
It is important to update the address on any work permits, business licenses, and other pertinent licenses. Moreover, the bank utilized by the company must be informed of the address change.
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