What You Need to Know About Thai Limited Company Registration

A Thai Limited Company is the most common type of foreign owned business in Thailand, offering numerous advantages for international businesses. Its structure also allows foreigners to enjoy 100% foreign ownership, as well as a number of other benefits including tax breaks and land rights.

When forming a Thai Limited Company, it is important to ensure that all required documents are properly completed and filed. There are a range of factors to consider and our experienced advisors can help you with the full process of setting up a company in Thailand.

Selecting a Company Name

After deciding on the appropriate company type, an investor should choose an original name and check that it is not already registered in any other jurisdiction. It is important to make sure that the name is not too similar to another company and that it is easy to understand, as this will reduce the chance of confusion in the future.

Open a Bank Account

Once the company has been registered, it must open a corporate bank account with a recognized commercial bank. This can be done online or via a registered agent, but it is essential to ensure that the accounts are set up correctly and that they are regularly updated.

Draw Up the Company’s Constitutive Documents

Once a company has been set up, it must prepare all the relevant documents that are needed for registration and filing with the local authorities. These include the Memorandum of Association, the shareholders’ list and a Share Registrar Book.

Ensure that the Share Register Book is kept up-to-date and issued with new shares as they become available. Failure to do so can result in penalties of up to THB 20,000 per year.

Call a Statutory Meeting

A statutory meeting of the shareholders is a necessary part of company registration in Thailand, and it must be held at least once every 12 months. This is where the Articles of Incorporation and the Articles of Association or By-laws of the Company are approved, the Board of Directors is elected and an auditor appointed.

Requirement to Hold an Annual General Meeting

It is a requirement that all companies hold annual general meetings where shareholders can discuss issues relating to the company and its affairs. If the company fails to hold such a meeting for a first time, it will face a fine of 20,000 baht.

Nationality of the Directors

There is no general restriction on the nationality of the directors who control a Thai Limited Company, although in some cases the law requires that at least one third or the nearest one-third of the director is a Thai citizen. However, there is a potential for future amendments to the Foreign Business Act that could restrict foreign directors from being eligible for re-election in any given year.

If a foreign director holds a majority of the company’s shares, then they must hold a work permit in order to take part in any day-to-day management of the company or any other role that requires signing authority. In addition, if a foreign director hires any staff from abroad then they must apply for a work permit for each employee that they hire.

linkedin facebook pinterest youtube rss twitter instagram facebook-blank rss-blank linkedin-blank pinterest youtube twitter instagram