Thai company registration or incorporation

The first step in the formation of a Thai company is the reservation of a company name. This can be done online at the business registration department (dbd). Not more than 3 names (ranked by priority) can be submitted at the time. The Business Registration Department will not allow:

• names of royal family
• names of Ministries and other Governmental units
• names with Thailand,
• names close to that of other companies
• names against public moral
• names that are misleading

The approved name is valid for 30 days, which can be extended for a 30 days period each time.

The company must have 3 'promoters'. The company must also maintain an office in the premises which it psychically owns or rents.

Then the Memorandum of Association has to be filed with the Commercial Registration Department and 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 at least 3 promoters. At least 3 individuals must sign the Memorandum of Association.

The filling of the Memorandum of Association must be made at the Provincial Registry (Business Registration Department). The capital information must include the number of shares and the par value. There minimum capital requirements is 1 million baht, and the amount of the capital should be respectable enough and adequate for the intended business operation. If a foreigner in the company requires a work permit the company concerned must have a registered capital of not less than 2 million baht, fully paid-up.

Following a statutory meeting is called during which the Articles of Association (by-laws) are approved, the Board of Directors is elected and an auditor appointed. The Articles of Association are the regulations of the company concerning its internal affairs such as weighted voting rights and matters requiring approval and protecting of certain classes of shareholders in the company.

A newly established company 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.  A newly established company must hire a certified accountant. In general, the basic accounting principles practiced in Europe and the United States are accepted in Thailand.

Thai companies must keep books and follow accounting procedures specified in the Civil and Commercial Code, the Revenue Code and the Accounts Act. Documents may be prepared in any language, provided that a Thai translation is attached. All accounting entries should be written in ink, type written, or printed. A newly-established company or partnership should close accounts within 12 months from the date of its registration.