Establishing a business in Thailand can be a complex process, primarily due to the local language requirements and intricate procedures involved. However, with the assistance of trusted specialists who can communicate effectively in Thai on your behalf, you can successfully navigate the company registration process. At IDG Thailand, our licensed Thai lawyer attorneys are dedicated to helping you set up your business smoothly. Additionally, we provide a comprehensive one-stop service, including assistance with tax benefits under the Board of Investment in Thailand (BOI) and support for foreigners seeking investments or licenses in Thailand. In this article, we will share the latest company registration requirements recently amended under Thai law, effective as of February 7th, 2023.
Promoters and Shareholders:
To register a company in Thailand, you must have a minimum of two natural persons acting as promoters. These promoters must be at least 21 years old and legally authorized to act on behalf of the company. Typically, promoters hold an equal share of the company, with the option to transfer shares to others after company registration. Additionally, a minimum of two shareholders must be maintained throughout the company’s operation.
Director:
At least one director must be appointed by the shareholders to oversee the company’s operations and act on its behalf.
Registered Office:
Your company’s head office must be located in Thailand. You will need to provide a copy of the house registration (Tabien Baan) number. In the case of leasing an office space, you will require a Letter of Consent from the landlord.
Minimum Registered Capitalization:
Foreign businesses operating in non-restricted sectors must have a minimum registered capitalization of 2 million THB. For businesses operating in restricted sectors under the Foreign Business Act, the minimum capitalization requirement is 3 million THB. Thai-owned companies are exempt from such requirements, but they must meet financial criteria to support work permits for foreign workers.
Statutory Meeting:
A statutory meeting must be convened as part of the company registration process.
Bank Certification:
Thai shareholders with foreign shareholders must obtain a Letter of Certification from the bank, certifying the sufficiency of funds in the Thai shareholder’s personal bank account.
Signing of Application Documents:
All shareholders, initial promoters, and directors are required to sign relevant application documents in Thailand.
Foreign Business License (FBL):
If your business falls under the restricted category as per the Foreign Business Act, you must obtain a Foreign Business License (FBL) before commencing operations. The approval process for the FBL can take between 3 to 6 months.
Conclusion:
Understanding the company registration requirements in Thailand is essential for a successful business setup. By ensuring compliance with the minimum number of promoters and shareholders, appointing a director, securing a registered office, meeting the capitalization requirements, and fulfilling the necessary documentation and certification procedures, you can streamline the registration process. At IDG Thailand, we are equipped to provide comprehensive support and guidance throughout the entire process. If you require assistance in setting up a company limited with 100% or a majority of shares owned by a foreign entity, please refer to our dedicated page on FBL Companies or reach out to our team for further information.