The Thai legislation offers the following major forms of doing business:
In most cases, the best option in Thailand is to register a private limited company.
A private limited company in Thailand can be formed with one director and two shareholders. Shareholders can be foreign citizens, but with a minimum share of Thai shareholders of 51%.
As a simpler and quicker solution, we recommend registering a company where all shareholders and the director are Thai (upon incorporation) and subsequently transferring 49% of shares directly to foreign shareholders. In order to secure control over the company and to open bank account after the incorporation, the director should be changed to a foreigner – a client’s representative.
A Thai company name should meet the following requirements:
1. Reserving the company name:
the client provides 3 names for the future company listed in the order of preference.
2. Drafting the Memorandum of Association
The Memorandum of Association must contain the following information:
3. Holding a meeting of founders
to approve the share capital structure and appoint auditors and directors of the company.
4. Incorporation of the company
5. Obtaining a tax number and a social security number
The entire registration can be done remotely, without the visit of business owners to Thailand. After receiving electronic company registration documents, one can proceed with a bank account at a local bank. In some cases, a formal account can be opened by a Thai nominee director, with a foreign director subsequently obtaining a work visa and replacing him as signatory to the account.
The standard corporate income tax rate in 2023 is 20%.
Businesses with profit under THB 3 000 000 are taxed at the rate of 15%.
The standard VAT rate is 10%. However, there is currently a reduced rate of 7% (applicable until 30 September 2023 unless the incentive is extended).
Dividends paid to shareholders are subject to 10% withholding tax.
Thai companies are required to prepare financial statements and present them at the annual shareholders’ meeting. Financial statements are to be made in accordance with local standards (Thai Financial Reporting Standards).
Private limited companies are required to conduct an annual audit. The audit must be carried out by an appropriately licensed person.
Services
|
Fees (USD)
|
Company registration in Phuket
|
Includes:
· 2 Thai nominee shareholders; · Initial Thai director; · Initial advice on registration and doing business. |
from 2 000
|
Drafting of constitutive documents (including those restricting the rights of Thai shareholders and director)
|
from 1 500
|
Provision of registered office address
|
600
|
Registration with the tax office
|
300
|
Registration with the social security service
|
300
|
Change of local shareholders to foreign ones (transfer of 49% of shares)
|
300
|
Compliance fee*
|
from 350
|
Company registration total
|
from 5 350
|
Post-registration services (optional)
|
Obtaining a work visa for a foreign director
|
2 500
|
Assistance with opening a bank account (with director’s personal visit)
|
2 500
|
Total including post-registration services
|
8 350
|
Additional services
|
Arranging the rent of a physical office
|
1 000
|
Assistance in finding a Thai executive director (3–4 candidates are provided for approval, depends on the type of business activity)
|
1 700
|
Drafting agreements with the director and staff
|
600
|
Tax and other advice
|
400 / hour
|
Approximate monthly expenses for the company and office maintenance
|
Salary of the director
|
1 400
|
Salary of 2 employees
|
1 400
|
Accountant’s fees (depend on the scope of work)
|
from 700
|
Social security of 2 employees
|
100
|
Office of 30-50 sq.m, including electricity bills
|
1 000
|
Office expenses
|
300
|
Total
|
from 4 900
|
Annual expenses (from the second year)
|
Company re-registration / stamp duty
|
500
|
Provision of registered office address
|
600
|
Thai nominee shareholders
|
2 000
|
Compliance fee*
|
from 350
|
Preparation and audit of annual accounts (depends on the scope of work)
|
from 3 000
|
Total (approximately)
|
from 6 600
|
*Compliance fee
Payable in the cases of: |
350 (standard rate, includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder or beneficial owner) or legal entity (director or shareholder), if such legal entity is administered by GSL + 200 for each additional legal entity (director or shareholder), if such legal entity is not administered by GSL 450 (rate for high-risk companies, includes the check of 1 individual) 100 (signing of documents) |
[1]The fees are valid as of July 2024. The expenses for the company setup and maintenance are indicative.