Set up a company in Thailand

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Set up a company in Thailand

A Thai Limited Company is the most popular form of business structure in Thailand, which having the following key features:

1. Owned by a minimum of 2 shareholders.
2. The liability of each of the shareholders is limited to the par value of their shares.
3. The shareholders do not have the right to manage the company's operations unless appointed as directors through a resolution passed at a meeting.

To set up a company, at the present, is not as complicated or difficult as you think.

1. Make a reservation for companys name with DBD
Before registering a company, it is necessary to come up with a company name, ensuring that the chosen names are unique and distinct from other registered companies. When selecting a name for registration, it is possible to submit reservations for up to three names. The first name submitted will be considered first, and if it is either a duplicate or fails to meet any criteria, the registrar will then consider the next name in line.

As for reserving a name for company registration, there are two methods:

a) Personally submit the reservation to the registrar at the Department of Business Development within the jurisdiction of residence. If residing in a different province, the reservation can be submitted at the local Commerce Office.

b) Reserve the name online by providing information on the website www.dbd.go.th.

2. Register the Memorandum of Association and submit it to the registrar
The Memorandum of Association is a document created to express the intention to establish a company. It must include the company's address, objectives, the number of shares, and information about at least three founders. The document should start with a statement that the company is limited and end with the word "limited." When submitting the Memorandum of Association, it must be done within 30 days from the registrar's notification of the approved company name.

3. Arrange for the subscription of all shares of the company
Shareholders do not necessarily have to be founders, and each person must hold at least one share or more. Once all the company shares have been sold, a notice must be issued to convene a shareholders' meeting. The meeting schedule should be set for at least 7 days after issuing the notice.

4. Meeting for company establishment
The agenda for the meeting should include crucial points such as the establishment of the company's articles of association, the election of the board of directors and their powers, the selection of a licensed accountant for auditing and certifying financial statements. The chosen accountant must be an individual. The meeting should also address the approval of contracts made by the founders before company registration and the determination of compensation for the founders or initiators, along with the allocation of share rights.

5. Selecting the Board of Directors to Carry Out Various Activities
During the meeting, it is essential to appoint a board of directors to represent the founders and manage various activities on behalf of the company. Their responsibilities include collecting at least 25% of the actual share price as payment. Once the full share payment is collected, the company registration process can commence. The registration must be submitted within 3 months from the date of the meeting. However, if there is a delay or failure to adhere to the specified timeframe, the meeting will be considered invalid, and a new meeting for shareholders must be convened.

6. Paying the Company Registration Fee

7. Receive the Certificate and Affidavit
At the final stage, when the registrar has officially registered the company and issued the certificate along with the affidavit, it signifies that the company has been correctly established in accordance with the law. The company then possesses all the rights and responsibilities as stipulated by law. Knowing the procedural steps allows for the proper completion of the company registration process. However, for those seeking convenience and time efficiency, utilizing the services of experienced professionals in company registration is another option that can greatly facilitate the process.