SETTING UP A COMPNAY IN THAILAND
A Thai Limited Company has to be registered with a minimum of 2 shareholders and 1 director. The director can be a Singaporean national while 49% of shares should be Thai-owned with 51%. Through a shareholder agreement, the foreign party can however have full control over the company while the Thai partners agree to just hold the shares and transfer them back under your request while not having any benefits or power in your company. The company registration can be completed by the Ministry of Commerce in an estimated two weeks once we have received the info requested in the questionnaire.
Step 1) Registering the Company name.
Thai companies that wish to register their name must first reserve it with the DBD. Under section 1098 of the Thai Civil and Commercial code it is required that the proposed name of the company always ends with the word 'limited'. The reservation of the name is normally approved in one to three days. Once the company name is approved it can be used in the incorporation documents needed for company registration.
Step 2: Filing the Memorandum of Association.
After registration with the Ministry of Commerce (MOC) the company can register its memorandum of association. At this point all shares must be paid. The memorandum of association includes the company's name, the name of the shareholders, the location of the company and the financial and business objectives of the company in question.
Step 3: The Statutory Meeting:
The company must submit its by-laws and articles of incorporation which must be drafted in a statutory meeting. During this meeting the board of directors and the auditor of the company are appointed.
Step 4: Registration of the company in Thailand:
The company registration must be lodged within 90 days from the moment of the statutory meeting at the MOC.
Step 5: Register for VAT (Value-added Tax) and Income Tax:
Tax ID cards and VAT certificates must be filed after registration at the Department of Business Development (DBD) under the MOC. The same documents must also be submitted to the Central Filing Office of the Revenue department in Bangkok.
Step 6: Opening a Bank Account:
Once the company has been registered with the DBD and has been issued with the Business Registration Certificate and the company affidavit, the newly registered Thai company has to open a corporate bank account at any one of the established commercial banks in Thailand.
Step 7: Work permit and Visa:
If the director of the company or a hired employee with signing authority in this company is a foreign national, they are required to have a work permit. In order for your company to sponsor a non-immigrant B Visa and work permit for its director or employee, it has to meet the requirements set out by the Ministry of Labour and Immigration Bureau.
Summary of Company Structure:
Office address registration
Company objectives and consolidation of the board
Minutes of the meeting
Logo creation and stamp creation
Registration of VAT
Registration of Social Security
Opening of a Corporate Bank Account
Foreigner B Visa plus work permit