Representatives of foreign corporations wishing to establish representations of their companies in Thailand must have a considerable background on business registration in the Kingdom. This would include an understanding of the whole process, of the legal and commercial requirements set forth by the Thai government as well as on the utilization of the country’s national language on all legal documents.
The Basics in Company Registration
- Company Name RegistrationA similar requirement in other countries, a company wishing to register in Thailand needs to nominate at least three (3) company names one which is the primary name and the other two as options in case the primary name is not available for use. If in case of non-availability of the initially-nominated names then the company has to submit another set for review.
It is also worthy to note that the names will be translated, reserved and registered in Thai thus it is highly prescribed that such names shall be easy to translate from the native language of where the company originates from.
- Filing of Memorandum of Association (MOA)The memorandum of association of the company should be signed by all company shareholders to be witnessed by at least two qualified persons. It should contain details pertaining to the agreed terms and conditions by the shareholders.
The MOA should also contain the following:
- Registered name of the company.
- Details of the shareholders i.e. name, signatures and number of shares each shareholder has.
- The actual location of where the proposed company will have its office.
- Company objectives
- A statement detailing shareholders’ limited liability.
- Statutory MeetingA statutory meeting would then have to be conducted after the MOA has been fully registered. Here, declarations pertaining to the number of shares and the attached rights thereof; the names, responsibilities, and roles of the first officers shall also be identified and ratified; and lastly, among other requirements, recognizing and upholding the contracts and expenses incurred hereunto by the shareholders during the first two (2) processes.
- Company RegistrationThe company can only arrive at this level if and when the requirements of company name registration, filing of the memorandum of association and statutory meeting have been fully complied with. It may then be registered with the Ministry of Commerce but additional details may also be needed such as:
- A total number of preferred or ordinary shares, the amount paid for such shares and the distinction of fully and partially paid-up shares with attestation by the director.
- The names, positions and their attached roles, address and the names of the company officers who are authorized to signify for the company.
- The main address of the company in Thailand as well as other satellite branches if there are any.
- Tax RegistrationAfter the company has been registered, it has to be registered with the Revenue Department for its Company Tax Identification Card. This process is hassle-free as this can be done online.
Application of the company tax ID card shall be satisfied within 60 days from the start of its operations in Thailand.
The company may also need to be registered for Special Business Tax or Value-Added Tax (VAT), whichever is applicable based on the prescription of the concerned Thai government entity.