THAI COMPANY RESIGRATION - Forming a Thai Company
In order to set up a limited company in Thailand, the following procedures should be followed:
Corporate Name Reservation
Three possible names for your company are submitted to Department of Commerce to check availability, they will approved one and notify back within 3 business days. The name to be reserved must not be the same or close to that of exist companies. Certain names are not allowed and therefore the name reservation guidelines of the Business Development Office in the Ministry of Commerce should be observed. The approved corporate name is valid for 30 days. No extension is allowed.
File a Memorandum of Association
A Memorandum of Association to be filed with the Business Development Office must include the name of the company that has been successfully reserved, the province where the company will be located, its business objectives, the capital to be registered, and the names of the seven promoters. The capital information must include the number of shares and the par value. During formation, the authorised capital, though partially paid, must all be issued. Although there are nominimum capital requirements, the amount of the capital should be respectable enough and adequate for the intended business operation. The Memorandum registration fee is 50 baht per 100,000 baht of registered capital. The minimum fee is 500 baht, the maximum 25,000 baht.
Convene a Statutory Meeting
Once the share structure has been defined, a statutory meeting is called during which the articles of incorporation and bylaws are approved, the document specifies the basic rules the company must follow after incorporation. Standard articles are normally used at the beginning of registration to speed the process. Non-standard articles may be adopted by the company at a later time, the Board of Directors is elected and an auditor appointed. A minimum of 25 percent of the par value of each subscribed share must be paid.
Within three months of the date of the Statutory Meeting, the directors must submit the application to establish the company. Company registration fees are 500 baht per 100,000 baht of registered capital. The minimum fee is 5,000 baht; the maximum is 250,000 baht.
Businesses liable for income tax must obtain a tax I.D. card and number for the company from the Revenue Department within 60 days of incorporation or the start of operations. Business operators earning more than 600,000 baht per annum must register for VAT within 30 days of the date the reach 600,000 baht in sales.