Business Formation

Search and reserve a company name online

Agency: Department of Business Development, Ministry of Commerce

Promoters can search and reserve a company name on the Department of Business Development’s Web site (http://www.dbd.go.th). The name reservation in person at the Department’s Registrar is no longer available as of 14 January, 2013.

3 name options are submitted for approval. Once approved, the name reservation is valid for 30 days.

Time and cost: 2 days, no charge

Deposit paid-in capital in a bank

Agency: Bank

Once the company gets approval for the memorandum and the articles of association, it must hold a statutory meeting. The promoters shall hand over the business to the directors after the meeting. The directors shall thereupon cause the promoters and subscribers to pay in at least 25% of the registered capital.

Time and cost: 1 day, no charge

Register memorandum of association, apply and pay to register the company as a legal entity (final registration) and obtain TIN

Agency: Partnerships and Companies Registration Office, Department of Business Development, Ministry of Commerce

At the Single Point Service Center, entrepreneur can register the company, obtain TIN, register for social security and register for the Workmen’s Compensation Fund. All documents are submitted and received in one window, within 1 day.

Registration of the Company shall be made within 3 months of the day of the statutory meeting. Under the Civil and Commercial Code, Section 1111/1, for establishing the company, the director committee may require memorandum registration and company registration on the same day. If the promoters complete both steps on the same day, the required proceedings involving the memorandum promoters are as follows:

  • To have the subscribers of all the shares registered in the company;
  • Under Section 1108, to have a statutory meeting to consider any act of company, with all subscribers and all promoters presenting at the meeting and accepting such act in the statutory meeting;
  • To have promoters transfer all business to the director committee; and
  • To have the directors require every subscriber to pay the amount of shares under Section 1110 paragraph 2, and have such amount be fully paid.

The required documents for registration of the company which must be signed by the authorized director(s) and affixed with the company’s seal (if required) shall include but not limited to the followings:

  • Application form;
  • Articles of Association;
  • List of shareholders;
  • New director form signed by each director;
  • Declaration of Business Operation form;
  • List of company registration;
  • Signed copies of the MOA and the Objectives;
  • Minutes of the Statutory Meeting signed by the Chairman and the Directors;
  • Confirmation of payment of share capital (at least 25%) by all subscribers;
  • Form for company name reservation;
  • Form of certification of registration of limited company; and
  • Map(s) showing the location(s) of the registered office(s) of head office and branch office(s) (if any) of the company.

The promoters prepare the application for registration of the memorandum of association containing the details specified in procedure 2.

The first statutory meeting shall still be convened, provided that the notice to summon the first statutory meeting is not required.

The shareholders must pay at least 25% of the registered capital.

The promoters and authorized signatory director must sign the applications for registration of memorandum of association and for registration of incorporation, respectively, before Private Limited Companies Registrar, attorney at law, or auditor registered with the Registrar.

However, if the company has adopted complicated articles of association, the Registrar may take a few days to review the company’s articles of association. In such case, the registration of company incorporation may be prolonged for a few days or more.

Under the Notice of the Director General of Revenue Department dated 11 January 2012, which is effective from 1 February 2012, company’s registration number shall be the same as its tax ID.

Thus, the company is not further required to obtain taxpayer identification number or card anymore. Employers (with one or more employees) must register their employees for social security and workers’ compensation insurance at the Social Security Office, Ministry of Labor. Work regulations are no longer required to be approved by the Department of Labor Protection and Welfare, however they must be announced and displayed on the wall within company’s premises. Later during operations, labor inspectors can check proper implementation of the work regulations.

Time: 1 day

Cost:

  • Fee for registration of memorandum of association: THB 500
  • Fee for registration of the company: THB 5,000
  • Stamp duty to be affixed on memorandum of association: THB 200
  • Stamp duty to be affixed on articles of association: THB 200
  • Certificate of Registration fee: THB 100
  • Affidavit fee: THB 200
  • Certification document fee: THB 50 per page.

Register for Value Added Tax

Agency: The Revenue Department

VAT registration is mandatory for all companies when the annual revenue exceeds the threshold of THB 1.8 million. The provision of the Thailand tax code can be found on the Revenue Department’s website: www.rd.go.th.

The company shall apply the application at Bangkok Area Revenue Office where the company office located and must submit the following documents:

  • 01Application for VAT Registration in 3 copies (photocopy not accepted).
  • Rental Contract (affixed with stamp duty) or Letter of Consent from owner of the Building and Household Registration of such Building.
  • Photocopy of I.D. Card, Household Registration of the lessor.
  • Documents showing ownership of the lessor such as sell and purchases contract, transfer of ownership.
  • Map showing the location of the Building.
  • Photograph of the office with signboard name and number of the Building.
  • Copies of the Company documents certified by the Department of Business Development from the Ministry of Commerce (issued within 6 months) together with Articles of Association, regulation and details of the Objective of the company.

In case the company revenue less than 1.8 million THB, the company shall submit Por.Por.01-1form.

Alternatively, the Revenue Department has recently introduced the possibility of VAT registration through an online system. The online registration process is as follows:

  • Complete an online application form for VAT registration (no user account is required for registration);
  • Submit the online application via the electronic service on the website of the Revenue Department (http://vsreg.rd.go.th); and
  • The Revenue Department will notify the applicant for completion of VAT registration by e-mail within 15-days from the submission date of the online application.

However, the usage of the online platform for VAT registration is not yet widespread, and entrepreneurs continue visiting the Revenue Department in person in order to register for VAT.

Time and cost: 1 day, no charge

Register employees with the Social Security Office

Agency: Social Security Office

An employer and each employee must be registered as an insured person with the Social Security Office (“the SSO”). The employer shall collects the application form at Social Security Office where the company located and submit the registration form at the Zone Office of Social Security.

The employer is responsible to submit the following documents to the SSO within 30 days after hiring at least 1 employee:

  • Employer and employee registration forms (Form SSO 1-01 and SSO 1-03);
  • A photocopy of company registration with objectives;
  • Map of working place;
  • A photocopy of VAT registration (Pro.Por20, if applicable) or request of VAT registration (Por.Por.01, if applicable) or special business tax registration or license of factory establishment;
  • Letter of power attorney (if applicable) and photocopy of I.D. of the authorized person;
  • Lease agreement or letter of consent from the landlord (if requested).

Time and cost: 1 day, no charge