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GLOBAL INFO

Thailand

COUNTRY:

THAILAND

QUESTION:

ANSWER:

1.      What are the main types of companies in your country?

Limited Liability Company

2.      Which is the most preferred type of company by foreign investors?

Private Limited Liability Company registered in Thailand

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

In general, there is no capital requirement stipulated for the limited liability company. 

However, in the event where such company has half or more of its capital shares held by non-Thai person or juristic person not registered in Thailand, such company will be considered as foreigner even if company is established and registered in Thailand, and will be prohibited or restricted from operating some categories of businesses pursuant to the Foreign Business Act B.E. 2542 (1999).

For the commencement of the operation of the foreign-own limited company, the minimum capital will depend on the categories of businesses. 

If such business is not restricted, nor prohibited for foreigner to operate (permission is not required), the minimum capital should not be less than two million Baht.

On the other hand, if such business is restricted for foreigners, which a permission is required to be obtained prior to the commencement of the operation, the minimum capital should not be less than 25% of the average of the estimated annual expenditure on the operation of business of each business of such foreigner over the period of three years, provided that such minimum capital shall be at least three million Baht upwards for each business.  It is noted that the estimated expenditure means the amount of money to be used in Thailand by a foreigner for the operation of business for the purpose of acquiring fixed assets and expending on business operation in each year.

4.      What are the basic rules of shareholders liability for company debts in this company?

Other than for the amount already invested in the company and for any unpaid amount on each share in the company, shareholders are not personally liable for any of the debts of the limited liability company.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

There is no specific requirement regarding the basic management for this type of company, person of any nationals can be an authorized director to represent the company in operation.  However, for certain license, permit or certificate, only a person of Thai national will be able to apply and proceed.

6.      How long does the registration procedure of this company take?

The registration procedure takes approximately 3 hours after the submission of the complete documents with the registrar of the Department of Business Development.  The registration procedure may take more or less time depending upon the Official’s discretion.

7.      What are the main costs of formation of this company in local currency?

There are main official fees for the registration of the company’s Memorandum and the registration of the Limited Company as follows:

Registration of the Memorandum

THB 50 per THB 100,000 of registered capital.

A fraction of THB 100,000 is regarded as THB 100,000.

The minimum fee is THB 500 and the maximum fee is THB 25,000.

Registration of the Limited Company   

THB 500 per THB 100,000 of registered capital.

A fraction of THB 100,000 is regarded as THB 100,000.

The minimum fee is THB 5,000 and the maximum fee is THB 250,000.

8.      What is the average attorney’s fee of the formation of this company in local currency?

The average attorney’s fee of the formation of the company will be in range of THB 50,000 – 70,000 plus 7% VAT, depending upon the shareholders’ structure and/or the delicacy of the company’s Articles of Association and/or the company’s objectives.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

In general, the registration to establish and modify any transaction shall be performed according to the method and criteria specified by the law and the government’s rules. The followings are ordinary transactions which shall be registered with the Department of Business Development:

-        A change of company’s registered capital (capital increase/capital decrease);

-        An amendment of company’s Articles of Association;

-        An amendment of company’s Memorandum of Association;

-        A modification of company’s seal;

-        A change of company’s director and/or directors’ authority;

-        A relocation of principal office and/or branches;

-        Company’s mergers;

-        Company’s liquidation;

-        Annual Financial statement;

-        An update of company’s shareholders.

10.   What are the main auditor requirements?

-        Auditor may be shareholder of the company. However, a person having interest in any other business conducted by the company, even if he is a shareholder of the company, shall be barred from being an auditor of the company. Also, a director or any other person who is a representative or employee of the company shall be barred from being the auditor of the company as long as the person remains in such position.

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Auditor shall be annually elected by annual ordinary general meeting.

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