Registering a Thai limited company

Information about the process to register a Thai limited company and the government fees are listed below:

Process to register a Thai limited company

1. There must be at least 3 persons acting as promoters in setting up the company.

The promoters must have the following qualifications:

(1) Be ordinary person, not juristic person
(2) Be at least 12 years old
(3) Must reserve to buy at least 1 share

2. One of the promoters must reserve the name of the new company. Once the name is approved, the new company must be registered within 30 days.

3. The promoters prepare a Memorandum of Associations, which must have the following information

(1) Company’s name (the reserved name that has been approved)
(2) Location of head office (province)
(3) Objectives of the company
(4) Registered capital, which is divided into how many shares, of how much par value per share (Par value must be at least THB 5 per share.)
(5) Name, address, age, occupation and the number of shares that each promoter has reserved to buy
(6) Name, address and age of 2 witnesses who witnessed the signing of papers by the promoters

4. The promoters must arrange for all the company’s shares to be reserved and purchased.

5. When all the shares are reserved, the promoters must hold a meeting of share subscribers which is called the statutory meeting. Statutory Meeting agenda. (1) Adoption of the regulations of the company (or Articles of Associations), if any. (2) Ratification of any contracts entered into and any expenses incurred by the promoters in promoting the company. (3) Fixing the amount, if any, to be paid to the promoters. (4) Determining the number of preference shares, if any, to be issued, and the nature and extent of the preferential rights of the preference shareholders. (5) Determining the number of ordinary shares or preference shares to be allotted as if fully or partially paid-up when not paid up with money, if any, and the amount up to which they shall be considered as paid-up. The description of the services or property in return for which such ordinary shares or preference shares shall be allotted as paid-up shall be expressly laid down before the meeting. (6) Appointing the first directors and auditor and determining their respective powers. No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total number of subscribers entitled to vote, and representing at least one half of the total number of shares to such subscribers.

6. The promoters shall hand over the business to the directors.

7. The shareholders have to pay up at least 25% of the shares’ value.

8. Submit the company’s registration forms and fees at the Department of Business Development.

Government fees for registering a Thai limited company

–      Capital fee and memorandum of association fee: THB 5,500 for each one million THB capital (maximum THB 275,000)

–      Miscellaneous fees: THB 2,000 – 3,000

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