Company Registration in Thailand (Bangkok, Phuket). 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 is to register a private limited company.

A private limited company can be formed with one director and two shareholders. Shareholders can be foreign citizens, but with a minimum share of Thai shareholders of 51%.

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 number of directors is 1.
• A director can be a natural person over 20 years of age.
• Foreigners can be appointed as company directors. If a director does not perform his/her functions in Thailand, he/she does not need to apply for a work permit. Otherwise, a foreign director must have a permit to work in Thailand.

• The minimum number of shareholders is 2.
• Shareholders can be both individuals and legal entities.
• Shareholders can be both residents and non-residents of Thailand. However, Thai shareholders must have at least 51% shareholding in a company.
• The liability of shareholders is limited to the value of their shares in the company’s capital.
• Shareholders are required to hold annual meetings.

• The minimum share capital is THB 15.
• Standard share capital for obtaining a work permit (work visa) for 1–2 foreigners is THB 4 000 000.
• 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 directors of the company.

4. Incorporation of the company.

5. Obtaining a value added tax (VAT) number.

6. Registering with the Thai Social Security Fund and obtaining a social security number – a step to be taken when a company hires its first employee.

After receiving company registration documents, one can proceed to open an account at a local bank. If the account is opened within 30 days of incorporation, no additional documents will be required. Otherwise, another set of company registration documents will need to be prepared for account opening. Applying for a bank account will require a personal visit by the director to the relevant branch of the bank.

If a company needs to hire a foreign employee (for example, a company director for him/her to obtain a Thai work permit), it will be necessary to first hire 4 local employees for each foreign worker.

Such a company is also encouraged to use its physical office address in Thailand as a registered office since Social Security Fund staff can visit the company’s registered office to check if the employment of the hired workers is real.

The standard corporate income tax rate in 2024 is 20%.

Businesses with a paid-up capital not exceeding THB 5 000 000 and profit not exceeding THB 30 000 000 are taxed at reduced rates:

• if net profit is from THB 0 to THB 300 000 – 0%;
• if net profit is from THB 300 001 to THB 3 000 000 – 15%.

The standard VAT rate is 10%. However, over the past few years, the Thai Government has been maintaining the reduced rate of 7%.

Dividends paid to shareholders are subject to 10% withholding tax.

Financial statements

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).

Tax reporting

Thai companies are required to file monthly/quarterly reports for various taxes (VAT, provisional corporate income tax, withholding tax, etc.).

Audit

Private limited companies are required to conduct an annual audit. The audit must be carried out by a person duly licensed in Thailand.

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