CORPORATE REGISTRATION

BUSINESS REGISTRATION

Thai Limited Company 

Registering a Thai company with a share structure of 51% Thai; 49% is not as complicated as it seems. An expert’s guidance makes the process well understood and smooth from start to completion.

Company name reservation is the initial step, which is done through the web portal of the Department of Development (DBD),Ministry of Commence. It takes 1 to 3  days to get the result.

The following official documents needs to be prepared for submission at the DBD namely Memorandum of Association, Statutory Minutes of Meeting, Articles of Association, Business Objectives, Shareholders List and Power of Attorney. These must follow the format of the DBD. It takes only a day to complete the company registration.

In the event that the company will hire a foreign worker, the minimum registered capital is two million Thai Baht else it can be lesser. At least 25% of the registered capital must be paid in upon registration.
Documentary requirements from the would-be director and shareholders are:

1. Signed passport copies or Thai ID for Thai person.

2. House Registration (Tabian Baan) of the office building.

3. Location Map.

Closing of Thai Company

Below is the outline of the procedure
1. Newspaper announcement of closing the company
2. Submit notification to the Department of Business Development (DBD)
3. VAT cancelation (if the company is VAT registered) at the Revenue Office
3. Preparation of company balance sheet for the current year
4. Closing of company bank account (if any)
5. Obtaining liquidation certificate from the DBD
 
Required documents
1. Company affidavit, 3 months old copy from DDB
2. Passport copy of the director (Thai ID in case of Thai person)
3. Balance sheet for the previous and current year
4. VAT documents (Phor Phor 01, Phor Phor 20 and Phor Phor 09, Phor Phor 50 (if any)
5. Documents showing bank account was closed

BOI Company

Thailand’s Board of Investment (BOI) is suited for foreigners who would like to majority or fully own and operate a Thai Limited Company. The BOI handbook details the eligible activities under these categories

Section 1. Agriculture and Agricultural Products

Section 2. Mining, Ceramics and Basic Metals

Section 3. Light Industry

Section 4. Metal Products, Machinery and Transport Equipment

Section 5. Electronic Industry and Electric Appliances

Section 6. Chemicals, Paper and Plastics

Section 7. Services and Public Utilities

Section 8. Technology and Innovation Development
 
Currently, The BOI only receives online application. The applicant will be asked to write the date when he is able to meet the BOI and present the business profile, business operation, production method, projected income and expenses among others.

The minimum capital is 1 million baht however, depending on the business activity there are certain capital requirements.

BOI approval timeline as follows:
Investment value of less than 200 million Thai Baht – 15 to 40 working days

Investment value of more than 200 Thai Baht million to 2,000,000,000 Thai Baht – 15 to 40 working days
Investment value of more than 2,000,000,000 Thai Baht – 90 working days

An individual can apply BOI and once the approval is released, a company needs to be registered at the Department of Development (DBD), Ministry of Commence and then the BOI certificate will be issued under the company name. In case that the company is majority or fully owned by foreigner (or a foreign company), a Foreign Business License needs to be obtained in order to commence business operation.  As applicable, some other license needs to be applied such as factory license or operating license.

An existing Thai company can also apply for BOI promotion provided that business activity is a new project. It is important to know that a company can have two types business operation namely BOI and Non-BOI activities.

A BOI company is entitled to 5 to 8 years tax break, import duty exemption for machineries, raw material used for research and development or materials for export production.

Representative Office

A foreign entity may establish a representative office in Thailand to engage in limited non-revenue-earning activities. These activities are restricted to:

a. Searching for local sources of goods or services for its head office.
b. Inspecting and controlling the quality and quantity of goods procured by its head office.
c. Providing advice in various fields relating to products directly sold by its head office to local distributors or consumers.
d. Disseminating information about new products and services of its head office.
e. Reporting to its head office on local business developments and activities
 
The company’s authorized director must execute an affidavit stating among others the company name, registered address, registered capital and shareholders details.

The authorized director needs to draft a Power of Attorney to appoint the Rep Office’s country manager who will sign the official forms for registration in Thailand. Attached to these two documents are signed passport copies respectively. The process would take about 4-8 weeks.
 
Since the Rep Office are not income generating, it is exempted from paying income tax but it must apply for a tax ID for the purpose of paying withholding tax of employees salary.
 
To apply for a work permit of the foreign country manger, at least 1 Thai employee is required.

US Treaty Of Amity

APPLICATION FOR PROTECTION UNDER US-THAI AMITY TREATY

US citizen can conduct business in Thailand through Sole Proprietorship or a Company. There are two issues to look into in order to qualify for a company.

1. A minimum of fifty-one or one hundred percent of company shares must be owned by US citizen(s)
2. The board of directors must composed fifty percent US citizen. Bear in mind that a US citizen or a Thai person can be a sole director of the company 

There are three stages to complete the process, which take about 6-8 weeks.

1. Company Registration at the Department of Business Development, Ministry of Commerce

2. Application of Amity Letter at the Commerce Department of the US Embassy in Bangkok.

3. Obtain Foreign Business Certificate at the Department of Business Development, Ministry of Commerce
  
The US citizen must provide a notarized photocopy of passport from the US Embassy in Bangkok or in US by a notary public.