Company registration in Phuket, Thailand. Service offer

The Thai legislation offers the following major forms of doing business:

• ordinary partnership;
• limited partnership;
• private limited company;
• public limited company.

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:

• the name must be different from the names of other companies;
• the name cannot contain words that do not correspond to the company’s business activity (for example “Investment”);
• the name must end with “Limited”.

• A private limited company is managed by a director or a board of directors appointed by the general meeting of shareholders.
• A company can have one or more directors who may sign documents jointly or individually.

• The minimum Thai shareholding must be 51%. This could be Thai company(ies) or physical persons.
• The minimum number of shareholders is 2 (for example, a Thai shareholder owns 51% and a foreigner owns 49%). When registering a company, we recommend using at least two Thai shareholders.
• The liability of shareholders is limited to the value of their shares in company’s capital.
• Shareholders are required to hold annual meetings.

• The minimum share capital is THB 15 (approximately USD 0.5).
• Standard share capital for obtaining a work permit for 1–2 foreigners is from THB 2 000 000 to THB 4 000 000 (approximately from USD 57 000 to USD 114 000).
• If the company’s capital is less than THB 5 000 000, confirmation of its payment is not required.

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:

• approved company name;
• company’s registered office address;
• company’s business objectives;
• number of shares to be issued;
• details of promoters (initial shareholders) of the company;
• details of business, etc.

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.

[1]The fees are valid as of March 2024. The expenses for the company setup and maintenance are indicative.