Thailand Company Registration
Service Description
| I. Advantages of Thailand Company Incorporation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Since the implementation of the “One Belt, One Road” policy and the confirmation of the Regional Comprehensive Economic Partnership Agreement, Thailand’s cross-border business opportunities have been greatly enhanced, with many Chinese investors opening branches in Thailand and leading Chinese companies in various industries gradually moving into the country.
As the second largest economy in ASEAN, Thailand is the logistics, trade and financial center of ASEAN, and its capital Bangkok is the air, road, rail and waterway transportation hub of Southeast Asia. Located in the heart of ASEAN, it is the functional center of logistics, trade and finance of ASEAN. With 11.3% of land area and 11.5% of population, it contributes 19% of ASEAN’s GDP and is favored by many investors. Currently, China is one of the main sources of investment in Thailand, and in 2021, Thailand will receive 45,531 million baht of foreign investment, of which 38,567 million baht will be invested by China, second only to Japan. Let’s take a look at the advantages of registering a Thai company: (1) It is possible to set up various types of enterprises and special industry companies that are difficult to be registered in China, and at the same time, to set up import and export settlement accounts in any currency to facilitate various international business activities. (2) To enjoy income tax exemptions for joint ventures with mainland companies in the name of the foreign company. (2) To change the status and nature of the company by acquiring and holding a mainland company in the name of the foreign company. (3) Natural or legal persons and their relatives may apply for long-term residence, multiple-entry visas, work permits, replacement of overseas Chinese passports, freedom of movement, and visas for Europe and the United States. They may also apply for a six-month or one-year multiple-entry business visa to Hong Kong at the Chinese Embassy in Thailand. (4) After 3 years of residency, you can apply for permanent residency, including permanent residency for your family members at the same time. After 5 years of residency, you can apply for Thai citizenship and visa-free access to 10 ASEAN countries and dozens of other countries. (5) No matter before or after China’s accession to the WTO, foreigners and Chinese citizens can enjoy the win-win advantage of equal treatment in business activities or investment activities in China under the name of foreign companies. (6) Setting up factories in Thailand and exporting to avoid the anti-dumping policy of Europe and the United States on products made in China (7) After registering a Thai company, investors can purchase and legally own villas, land and real estate with land directly from their own holding company. |
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| Types of registered Thai companies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thailand Company Type: 1. Registered Ordinary Partnership The partners are jointly and fully liable for all debts (Article 1025 of the Civil and Commercial Code), and an unlimited company can be registered. 2. Limited partnership A limited partnership consists of a partnership with liability and a partnership with unlimited liability, each of which may consist of one or more partners, and must be registered in accordance with the law (“Code”, Articles 1077-1078). 3. Company limited or Corporation Limited or Limited A company limited or corporation limited or limited by shares, i.e., a company in which the shares are of equal value and the holders are liable only for their respective unpaid shares. A limited company must be registered in accordance with the law and in a step-by-step manner (“Code” §§ 1096-1116). A limited company may be founded by no less than four natural persons, of which minors must be at least 12 years old, and no legal person may be a founder. A limited company, also known as a private company, does not sell shares to the public. Companies are divided into “Thai legal entities” and “foreign legal entities” according to the nationality of the shares.● Requirements for registering a Thai company: 1. Company Name: The investor shall provide three English company names and appoint a lawyer to apply for approval of the company name to the Registration Office of the Ministry of Commerce. The company name should be listed in order of priority, if the company name appears “Thailand”, it should be put in brackets, i.e. XXX (Thailand) Co., Ltd. The English company name is translated into Thai. 2、Registered address: If you are using your own property, you need to have the account book and ID card of the property owner. If you are renting someone else’s property, you need the original lease, the account book and ID card of the property owner, and a road location map of the company. 3、Scope of business: The scope of business of a registered limited company has 22 categories, which includes a very wide range of business content (in fact, it is all-inclusive, refer to the standard scope of business content), if there is a need to increase, then you can propose to increase, generally will be approved. 4、Registered capital: The Ministry of Commerce of Thailand stipulates that the registered capital of a limited company is at least 1 million baht, with no limit on the maximum, and must state how many baht per share and what the paid-in capital is. However, if you consider employing foreigners or applying for your own Work Permit, you can apply for 1 foreign employee for every 2 million baht of registered capital + 4 Thai employees. 25% of the registered capital must be credited to the company’s account in the year of registration, and the remaining 75% will be credited within 3 years after registration. 5、Shareholders and directors: Foreigners setting up a limited company in Thailand generally need at least three foreign shareholders and at least two Thai shareholders. If there is no Thai shareholder, the registered capital should be at least 100 million baht and in place or apply for BOI investment approval before the company is established. |
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| Three, Thailand company registration process | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Step 1: Company name verification
Applicants are required to provide 3 English company names, translate the English into Thai, and submit them to the Business Development Office. The Business Development Office will check the Thai meaning of the company name and whether there is any duplication of the company name, and then return the results. The Business Development Office will arrange the application number according to the time of submission, and the general verification time is 3-5 working days. The rules for naming a company can be done in the following four ways. (1) Font Size + Industry + Co., Ltd; (2) Font Size + Co., Ltd; (3) Font Size + Industry + (Thailand) + Co.,Ltd; (4) Font size + (Thailand) + Co.,Ltd. Step 2: Provide the registered land owner materials The registration will be based on the nature of the property rights. 1. if the property is registered using your own property, the account book and identity card of the person to whom the property belongs; 2. if the property is rented from another person, the original lease contract, the account book and identity card of the property owner; 3. if the company’s property is used for registration, the original lease contract, a full set of the company’s documents (business license, scope of operations, shareholder allocation form, etc.), and the corporate identity card/passport; Note: When registering for tax purposes, you will need to provide the contract of sale of the property and the land deed. Step 3: Determine the scope of operations The first 22 articles of the scope of business of a private limited company are the same, which means that the company can operate the first 22 articles of the scope of business after its establishment (except for some industries that require a permit), with special features starting from article 23, where each company will draw up a unique scope of business, covering production, processing, service research and development, and other business contents. Step 4: Confirmation of registered capital There is no explicit minimum amount of registered capital in Thailand, but ultimately the registered capital needs to be confirmed based on the actual operation of the company. (1) For joint venture companies (restricted industries): No work visa for foreigners, no restriction on registered capital (minimum of 1 million baht is recommended). The Thai government requires that a Thai company with a registered capital of 2 million baht or more and social security for 4 Thai nationals be allowed to issue a work visa for 1 foreign national (BOI companies are not subject to this restriction). (2) In the case of a wholly foreign-owned company (BOI company): The amount of registered capital shall ultimately be determined based on the investment plan approved by BOI. Step 5: Determine the shareholders and legal signatories (1) Regarding shareholders: Each company must be established by at least three promoters (i.e. natural persons) as shareholders, with at least 1% of the shares, and the relevant documents must be signed by the three promoters during the registration process. (2) About the legal signatory: The legal signatory must be chosen from among the originators, and can take the form of one single signatory, or two or three simultaneous signatories to establish a valid legal signatory authority. Step 6: Design Stamp After the company seal has been designed and produced, the seal must be registered with the Department of Commerce and Development when the company registration documents are submitted to the Department of Commerce and Development. Step 7: Draft the company registration document and submit it to the Ministry of Commerce of Thailand After preparing the documents according to the above 6 items, the investor starts to draft the relevant documents for company registration and submits them to the Ministry of Commerce. The documents include the articles of incorporation, scope of business, articles of incorporation, minutes of incorporation meeting, distribution of shareholders, etc. All the documents have a specific format and the applicant only needs to fill in the relevant information in Thai into the corresponding file. Usually, the business license can be obtained the next day after the data is accepted by the Ministry of Commerce. Step 8: Open a bank account Immediately after incorporation, the company can go to a bank to open a corporate account. To open a bank account, the corporation and shareholders with more than 20% of the shares must be present at the bank. Documents to be prepared for company application: (1) A full set of business license, scope of business, and shareholder distribution form (a license renewed within 1-6 months is required according to the regulations of each banking industry); (2) Identity cards/passports of legal persons and shareholders; (3) Fill out the application form on the spot. Step 9: Open tax registration The company must be in regular operation and must have an annual turnover of at least 1.8 million baht according to the Thailand Revenue Authority, and the application must be submitted within 30 days from the date the turnover exceeds 1.8 million baht. Tax registration is mainly for VAT application (PP.01). Applicants can apply directly at the tax office or the official website of the tax office in the district where they are registered, and after the documents are submitted, the tax office officials will generally go to the company to verify the documents in 3-7 working days, and if the verification is approved, the tax office will generally send the original tax registration certificate to your registered address within 1-2 weeks. Step 10: Open a social security account After the company is established and recruits employees, it should immediately go to the Social Security Bureau to open an account and pay social security for the employees, and the payment ratio of social security is 5% for the company and 5% for the employees.
Time required to register a Thai company: Thai company registration takes about 2 weeks and about 3 weeks immediately afterwards for follow-up registration. The time required below will be counted from the time we receive the client’s payment and sign the proper incorporation documents.
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| Documents available to clients after incorporation of a Thai company:
After the Thai company registration process is completed, we will send the following documents to the client: 1、Certificate of Incorporation 2、Joint Venture Agreement 3、Articles of Incorporation 4、Register of Directors and Register of Members 5、VAT registration approval letter 6、Stock Book 7、Company Steel Seal |
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What is the minimum registered capital of a foreign enterprise in Thailand?
Is there any restriction on the scope of business for registering a Thai company?
What else do we need to do after the company is registered?
Can I change my name, shareholders, directors and other information after I register my company?
What are the most common taxes that Thai companies pay?
Can we set up a branch or office in Thailand?
-one or more non-prohibited business services that may be performed in Thailand as an independent legal entity, but not for others, and only for a legal overseas headquarters or affiliated or group company, if the services are not for profit;
-May receive transfers from the head office to cover the expenses of the day-to-day costs of the office, and the operating income of this amount is not taxable;
-The office is not authorized to receive purchase orders, sell or enter into business negotiations with any person/legal entity;
You must apply for a tax identification number, file tax returns, prepare financial statements and do year-end audits and filings in accordance with the law, and be entitled to a tax refund.
