What is the Legal Requirements for Establishing a Company?
Thailand recognized three basic forms of corporate structure: Sole Proprietorship, Partnership, and a Limited Corporation. Additionally, foreigners can register a company as a branch office, representative office, regional office or joint venture. Americans should seek the advice of legal and/or tax counsel to determine the most suitable type of business organization.
Initial discussions with a lawyer or tax consultant is a preventative measure to proper business practices in Thailand from the beginning. They can assist you with information regarding business registration, advice on special licenses or registrations for a particular industry or product, and tax planning. For example, restrictions exist on a variety of imports and export items such as some agricultural products, pharmaceuticals, and cosmetics. Special licenses may be required from the appropriate Thai government ministry before trading in these products can occur.
While other forms of business entities are recognized in Thailand, a private limited company is the most commonly used vehicle for conducting business by foreigners. Application for registration of the company must be made to the Commercial Registration Department of the Ministry of Commerce or relevant Provincial Registry.
For a straight-forward corporate business registration, international films can prepare the necessary documentation and register the new business with the Ministry of Commerce for US$ 1,200 to 2,500, excluding filing fees and some other charges. Filing and consultants fees depend on the amount of the company's registered capital. The process typically takes three to five weeks.
Formation of a limited company requires five steps:
- The Company Name must be registered with the Ministry of Commerce.
- The filing of a Memorandum of Association (MOA) must be undertaken. The names of at least three shareholders must be provided by the MOA.
- A statutory meeting must be held.
- The Directors must file a company registration application with the Ministry of Commerce.
- The company must obtain an income tax identity card and number from the Revenue Department.
Additional Notes for Company Formation:
- There are no limitations on registered share capital; in practice, a minimum of Bt3 million is advisable. If a company has an authorized and paid up capital of less than this amount, it could have difficulty in obtaining work permits for foreigners.
- A representative or regional office structure may be beneficial for companies engaged in "non-trading" activities. Such companies may obtain expedited visas and work permits.
- For setting up an export-oriented company, the Board of Investment promotion programs can offer significant benefits. Please call BOI for eligibility criteria for promotion privileges.
- For American companies, registration as a Treaty of Amity company may also be worthwhile. The Treaty filing is separate and in addition to the company formation/ registration process.
Contact Information
Department of Business Development
Ministry of Commerce
44/100 Moo 1, Nonthaburi 1 Rd., (Sanam Binnam),
Bangkrasor, Muang Nonthaburi
11000 Thailand
Tel: (662) 547-4425-6
Fax: (662) 547-4427
Email: foreign@dbd.go.th
Website: http://www.dbd.go.th/
Board of Investment
555 Vipavadee Rangsit Road
Chatuchak, Bangkok 10900, Thailand
Tel: (662) 553-8111,
Fax: (662) 553-8222
Email: head@boi.go.th
Website: http://www.boi.go.th
