Steps of Company Registration
The following is the order of the steps you must perform in order to create a Thai corporation, and then to get your taxes and banking set up. Your lawyer and translator will be guiding you and submitting your corporation related documents to the Ministry of Commerce, Commercial Registration Department.
Some of the steps below we can do for you, even though we write "you must go to ...". The following is a free guide to how anyone can do all this by themselves ... if they can read/write Thai, speak Thai and make the right decisions based on analysis of Thai laws. It is not a complete set of requirements, but is a general guide so that you understand what you must do.
- Get a good Thai-English translator and lawyer. We can do both very well. Because ALL the company documentation is in Thai, thus requiring you both read Thai documentation and fill it out in Thai (not a bit of English!), you won't get anywhere without a lawyer / translator / Thai typist, full stop. You will need good, clear guidance and someone to answer your questions.
Note: We have an English translation of the usual company registration documents, with each Thai document having a matching English document. Only the Thai language documents can be submitted to the government, but you will know what they say and what you are signing! More esoteric documents must often be translated as we go.
- Decide who will be your company promoters and shareholders. Get these people ready. You will need a minimum of 6 other people. At least one must be Thai, and eventual Thai shareholder ownership must total at least 51% (law changed in 2001; this is current as of 2003). As required by law, arrange a meeting (anywhere) between the promoters. Decide upon a list of company names to check for availability (minimum of 3), and make sure these 6 or more people have the required identification ready and will be available over the next 1 to 3 months for actions and signatures as needed. These people may have questions about their liability, as discussed in our ยิงปลามหาสนุกFAQ. Also decide upon an official office address, considering possible complications as discussed in our ยิงปลามหาสนุกFAQ.
If you are using our company, lawyer, translators and researchers to assist you, then we require the first one-third of the total fee to be paid in advance as a retainer at this point.
- Submit the 3 most desired company names for reservation. (Just one person can do this.) There must not be another company in Thailand with the same or a very similar name (and there are a few other restrictions). You can do this entire process by internet, which is quick and easy, or by going to a branch of the Ministry of Commerce and filling in a form, then waiting. As usual, it's all in Thai. For example, if your company name is Acme then you must transliterate Acme into Thai.
After you have one or more company names approved, you can continue on the next steps.
- Convene the statutory meeting with your promoters, whereby the group approves a company name, official address, objectives of the company, amount of share capital to be registered and how it is divided, and the promoters' names, addresses, occupations, and number of shares each.
The result of this meeting is just a document which includes the above information.
All 7 promoters must sign this, as well as two certified witnesses.
- This "Memorandum of Association" (MOA) must be filed with the district office within the zone of the official company address, within 30 days of approval of the company name, and the fees paid (50 baht per 100,000 baht of registered capital, minimum 500 baht, maximum 25,000 baht).
Note: If you need to get a work permit, then you need a minimum of about 2 million baht of registered capital per work permit (plus other requirements, see section on work permit).
- Create a logo, and then create a company stamp with your logo. Get a stamp pad and ink, ink the pad, and test the stamp. (This can be included in our service, of course.)
- Regarding registered capital, arrange to have the proper amount of money in your bank account(s). Update your bank book(s) to show the amount(s). Go to a photocopy place and get a current photocopy of your bank book(s). (Notably, the first payment on the shares must not be less than 25% of their nominal amount, i.e., the registered shares of the company must be paid up to a minimum of 25%.)
- The Directors must then submit the company registration application, within 3 months of the filing of the Memorandum of Association, including these items in hand:
A. the registration fee in your pocket as cash (500 baht per 100,000 baht of registered capital, minimum 5,000 baht, maximum 250,000 baht), e.g., if your MOA stated that your company would have 2,000,000 baht of registered shares, then you must pay 10,000 baht as the fee.
B. all the company documentation (completely filled in, of course)
C. the company stamp
For many such government offices, one had better get there first thing in the morning or else you may be turned back, as they often get too much work in the queue for one day. Other arrangements can be made, too.
You can sometimes get your company papers back after a few hours, but sometimes you must go back the next day or even later.
As the government fees at this stage are substantial, we require the second one-third progress payment at this time.
Your company is now completely registered.
- After your get your company registered, one must go to the Revenue Department to get a company tax identity card. You will get a laminated card with your company tax ID#.
- Go to the bank with your ID card (for expats, this is your passport), company tax ID card and company documentation and set up a bank account.
- Get a good accountant.
Your company is now ready to start doing business.
However, you probably want to go ahead and apply for VAT (Value Added Tax, or "sales tax"), the 7% surcharge on goods and services. Technically, you are liable for VAT only if you have gross sales volume exceeding 600,000 baht per year, and must file within 30 days of reaching 600,000 baht in gross sales. Nonetheless, it's not a bad idea to go ahead and get it done, not need to do so later. Thus:
- Go to the revenue office to apply for VAT.
The final one-third of the total fee is usually due at this time, after everything is completed. However, it may depend upon whether you have ordered and we have completed additional services, too.
Make sure to file all periodic reports, and so on.