Doing Business in Thailand – How to set up a company in Thailand

Do you have any plan to expand your business in Thailand?  Or do you plan to live in Thailand?

The private limited company is the form of business entity that is most commonly used by foreign investors in Thailand. Its key factures are:

  • The Thai company must have at least 3 shareholders
  • The liability of each of the shareholders is limited to the par value of their shares.
  • All the company’s management is normally performed by its Directors, which are assigned by the shareholders.

STEP 1:               Reserve the company name

                       The first step in setting up a company in Thailand is to reserve your company name. The name must not be the same name or resembles the name of any existing registered company in Thailand. The reservation of the company name can be done online at the Department of Business Development (DBD) website. The application for name reservation is normally approved within 1-3 days. Once the company name has been approved, it is only valid for 30 days and no extension is permitted.

STEP 2:               Filing the Memorandum of Association

                       The Memorandum of Association is a special agreement made by the founders (promoters) of the company. The Memorandum of Association (MOA) must includes the name of the company that has been successfully reserved, the province where the company will be located, its business objectives, the capital to be registered, the names, addresses, occupations and signatures of the promoters (at least three individuals – not corporate entities) and, the number of shares subscribed to by each of the promoters

STEP 3:               The Statutory Meeting

                              The company must also submit its by-laws and articles of incorporation which must be drafted in a statutory meeting. The Statutory Meeting can be convened as soon as you register the Memorandum of Association. Its purpose is to:

  • Adopt the regulations (i.e. Articles of Association) of the company
  • Fix the amount to be paid to the promoters
  • Fix the number of preference shares (if any) to be issued, and the nature and extent of the preferential rights accruing to them
  • Fix the number of ordinary shares or preference shares to be allotted as fully or partly paid up otherwise than in money, if any, and the amount up to which they shall be considered as paid up
  • To appoint the first directors and auditors and the fixing of their respective powers
  • Ratify any contracts entered into by the promoters or any expenses incurred by the promoters in promoting the company

STEP 4:               Register the company

                              The Company Directors must submit the application to establish the company within 90 days from the date of the Statutory Meeting, together with Company registration fees.

STEP 5:               VAT Registration

                              All companies in Thailand must be registered for tax purposes. Businesses liable for Corporate Income Tax (CIT) must obtain a Tax I.D. card and registration number for the company from Thailand Revenue Department within 60 days of incorporation or the start of business operations. Any business entity that regularly supplies goods or provides services in Thailand and has an annual turnover exceeding 1.8 million baht must register for VAT in Thailand. In addition, if you wish to obtain a work permit then you will need to immediately register your company for VAT.

STEP 6:               Company Bank Account

                              Companies can open a corporate bank account in Thailand after they have been officially registered.

The duration for registration depends on the nature of your business, details and documents from Clients. A company can be set up in 1 – 2 weeks. However, if you want to have foreign business license (for foreign own business in Thailand), the process of application can take at least 6 months depending on the business activity.

The office hours for the Jarrett Lloyd are Monday – Friday, 9 a.m. to 5:30 p.m., Messages can be left at any time in our contact form or email: contact@jarrettlloyd.com