Company Registration

What is Company Registration?

It is a legal process for establishing a company as a juristic person recognized by government authorities. This grants the company legal rights and obligations, enabling it to conduct transactions, enter into contracts, own assets, hire employees, and operate its business lawfully. Company registration also helps build credibility with customers, investors, and financial institutions.

Types of Business Registration

Types of Business Registration

Business registration in Thailand can be categorized into two main types, based on the ownership structure:

  • Sole Proprietorship
  • Juristic Person Registration

1. Sole Proprietorship

Suitable for small businesses with a single owner. The owner is personally liable for all debts and obligations of the business, using their personal assets if necessary.


Key Features:

  • Owner: Only one person
  • Liability: Unlimited personal liability for business debts
  • Tax: Income is taxed as personal income
  • Advantage: Simple process; no need for complicated accounting
  • Disadvantage: Difficult to access loans; less credibility in the long term


Examples:

  • Online shops
  • Small retail businesses

2. Juristic Person Registration

Suitable for businesses with at least two owners (except for a single-owner limited company, which is not allowed). The company is recognized as a separate legal entity, and shareholders liability is limited to the amount of their investment.


Subcategories:

1. Ordinary Partnership

  • Owners: At least 2 persons
  • Liability: All partners have unlimited liability for the business's debts
  • Management: All partners have equal rights in management
  • Advantage: Simple to establish, low start-up cost


2. Limited Partnership

  • Owners: At least 2 persons, divided into two types of partners:
  • General Partners: Unlimited liability and management rights
  • Limited Partners: Liability limited to their investment amount, no management rights


3. Limited Company

  • Owners: At least 2 persons (as per new law effective 7 February 2023)
  • Liability: Shareholders liability limited to the amount of their registered shares
  • Advantage: High credibility, structured management, easier access to loans
  • Disadvantage: More complex legal requirements and accounting; dissolving the company is more complicated than other types

Persons Involved in Company Registration

In registering a limited company, there are three main groups of persons involved:

  • Promoters: Individuals who initiate the process of establishing the company. There must be at least two promoters. They are responsible for reserving the company name, preparing the Memorandum of Association, and arranging the company formation meeting. A promoter can later become a shareholder or a director.


  • Shareholders: Owners of the company who hold shares in proportion to their investment. Shareholders are responsible for paying for their shares as specified, have the right to vote in meetings, and receive dividends.


  • Directors: Individuals elected by the shareholders meeting to manage and represent the company in accordance with the company's objectives and legal obligations.


If you want, I can merge this with the previous translations so you'll have a full English guide to company registration in Thailand.

Advantages of Company Registration

9 Steps to Register a Company

1. Research Company Registration

  • Understand the types of registration (Sole Proprietorship / Juristic Person).
  • Analyze the pros and cons of each type.
  • Prepare required documents, company name, and ensure legal compliance.

2. Prepare Documents

Key documents include:

  • Forms Bor.Jor. 1, 2, 3, 5, Form Wor., Form Kor.
  • Name reservation confirmation.
  • Certified copies of shareholders ID cards/documents.
  • Memorandum of Association, Articles of Association, minutes of the incorporation meeting.
  • Proof of share payment.

3.Choose a Company Name

  • Avoid names identical or similar to existing companies.
  • Prohibited: royal names, government agency names, country names.
  • Up to 3 names can be reserved via the Department of Business Development system.

4.Register the Memorandum of Association

  • Submit to the registrar within 30 days.
  • Must state company name, address, objectives, capital, directors details, and shareholders details.

5.Share Subscription and Shareholders Meeting

  • Offer shares for subscription (minimum 1 share per person).
  • Once fully subscribed, convene a shareholders meeting.

6.Hold a Founders Meeting

  • Explain company regulations.
  • Elect the board of directors, appoint an auditor, and approve founders remuneration.

7. Establish the Board of Directors

  • Hold the meeting within 3 months after the founders meeting.
  • Collect at least 25% of the share value.
  • If delayed beyond the deadline, a new meeting is required.

8. Pay Registration Fees

Estimated Costs for Company Registration

The prices mentioned in step 8 of your list are approximate and can vary depending on factors such as company capital, number of documents, and whether you use an agent or accounting firm

  • Certificate fee: 40 THB
  • Certified copy fee: 50 THB
  • Document fee: 100 THB
  • Stamp duty: 200 THB
  • Memorandum of Association registration fee: 500 THB
  • Limited company registration fee: 5,000 THB

9. Obtain Certificate and Registration Documents

  • Collect from the Department of Business Development or registrar.
  • Once received, the company is officially established.

Registration Methods:

1. Online (DBD Biz Regist) Convenient, no travel costs.

2. Through an Accounting Firm Faster, but additional fees apply.

3. In Person at the Department of Business Development Completed within 1 day, but requires personal attendance.

Advantages of Company Registration

Advantages of Company Registration

  • Credibility: A registered company has higher credibility compared to a sole proprietorship, making it easier to establish business relationships with partners, customers, and financial institutions.
  • Limited Liability: In the event of debt or financial obligations, shareholders are liable only up to the amount of their unpaid share value and are not personally responsible beyond that.
  • Fundraising Capability: The company can raise additional capital by registering and issuing new shares to attract investors.
  • Tax Benefits: Corporate income tax rates are often lower than personal income tax rates, and there may be additional deductions allowed under the law.

Additional Considerations

  • Registered Capital: The amount of registered capital should be appropriate for the size and type of business, as it reflects credibility and readiness.
  • VAT Registration: If annual revenue exceeds 1.8 million baht, the company must register for Value Added Tax (VAT) with the Revenue Department within 30 days from the date this threshold is reached.
  • Accounting & Reporting: Companies are required to prepare and submit annual financial statements and reports to comply with commercial and legal requirements.

Case of Foreigners Registering a Business in Thailand in 2025

1. Relevant Laws

  • Foreign Business Act (FBA)
  • Limits foreign shareholding to no more than 49%.
  • If holding more than 49%, special rights or a license are required.

2. Options to Hold More Than 49%

2.1 BOI Promotion

  • Can hold up to 100%.
  • Benefits include tax privileges, land ownership, and employment of foreign workers.

2.2 US-Thailand Treaty of Amity

  • For US citizens only.
  • Allows majority ownership, but some business types are prohibited.

2.3 Foreign Business License (FBL)

  • License granted by the Department of Business Development.
  • Minimum registered capital: 23 million THB.
  • Processing time: approx. 36 months.

3. Company Registration Steps (Including Foreigners)

1. Plan business structure (Thai-foreign shareholders, or use BOI/FBL privileges).

2. Reserve company name with the Department of Business Development (DBD).

3. Prepare Memorandum of Association (MOA) and arrange the statutory meeting.

4. Register the company with the DBD.

5. Register for VAT (if annual revenue exceeds 1.8 million THB, or employing foreigners).

6. Open a bank account (Thai bank).

7. Operate the business.

8. Apply for FBL or BOI approval if required.

9. Apply for a work permit must employ 4 Thai employees per 1 foreigner.

4. Services and Changes in 2025

e-Foreign Business System

  • DBDs online service for FBL applications.
  • Supports online payment and digital signatures.
  • Licenses can be issued digitally immediately.

Summary

  • The FBA law and foreign shareholding restrictions remain unchanged.
  • Options to hold more than 49%: BOI, US-Thailand Treaty, FBL.
  • Business registration procedures are more convenient due to the online system in 2025.
Compare product
0/4
Remove all
Compare
Powered By MakeWebEasy Logo MakeWebEasy