Thai Limited Company Registration

A Thai Limited Company is a business entity that has the liability of its shareholders limited by the amount of shares they subscribe to. It is the most popular type of business for general investors in Thailand.

To establish a business in this structure, you need to register the company name, file a Memorandum of Association and convene a statutory meeting. You also need to open a bank account for the company.

Registration of business name

If you want to start a business in Thailand, it is important to register your company name. The Department of Business Development offers several guidelines for registering a Thai Limited Company name. It is also necessary to convene a statutory meeting and to draft a Memorandum of Association (MoA). You must follow strict accounting procedures. These include the preparation of annual financial statements and withholding tax.

The first step in registering a Thailand limited company is to reserve the name. This can be done online, and the process should take a few days. The name must be unique and should not resemble any existing names. In addition, it must end with “Limited.”

The Civil and Commercial Code requires that a new Thai limited company have at least three natural persons as promoters. These must be at least twenty-one years old and be legally able to act on behalf of the company. The promoters must each own an equal share of the company.

Filing of memorandum of association

When it comes to forming a company, the memorandum of association is a crucial document. It contains the company’s name, its objectives, type, and capital structure. It also specifies the powers, limitations and rights of its shareholders. A violation of these provisions can be considered ultra vires, thereby making the company and its shareholders liable for legal action.

The first clause of the memorandum outlines the company’s name. Private companies must have the word “Private Limited” at the end of their names, while public companies should have the words “Limited”.

The second clause outlines the maximum amount of capital that the company can raise. This information is helpful in determining the potential size of the company, and it allows investors to understand the risks involved in investing in the company. The last clause describes the different categories of shares that the company is authorised to issue, namely equity and preference. It also outlines the voting rights and dividend allocations of each share.

Convening a statutory meeting

The first step in registering a limited company is convening a statutory meeting. The company secretary must issue a notice for the statutory meeting, authenticated by the chairman and signed by the directors in person or, where there is no Company Secretary, by any other director authorized by the Board for that purpose. The company secretary should ensure that all members of the Board are present at the Meeting.

The statutory meeting is the first opportunity for the company to establish its business objectives, registered capital and names of shareholders and directors. The company must also file a statement of assets and liabilities, as well as follow accounting procedures specified in the Civil and Commercial Code, Revenue Code and Accounting Act. It must also close its accounts within 12 months after registration. This is necessary to avoid being dissolved by the Court. In addition, the statutory report must be sent to all subscribers of shares and a list showing the names and addresses of the shareholders, together with the number of shares subscribed by them, must be produced at the Meeting.

Opening a company bank account

When you register a company in Thailand, you must open a bank account. The bank will require the company documents, stamp, and directors identification for account opening. This process usually takes a few days.

Before registering your business name in Thailand, it is important to research the local laws and regulations. The proposed name must not be similar to an existing registered company or be reserved by another party. It must also end with “Limited”.

The company must also submit its financial statements to the Revenue Department every year and have a certified auditor review them. This will ensure that the company is following its legal obligations and can continue to operate in Thailand. If the company is owned by a foreigner, it must get a foreign business license.

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