Procedures for setting up a company in Thailand

Thailand is currently one of Southeast Asia’s leading economies, offering many attractive opportunities for foreign investors who want to set up a company. Thailand’s developed and stable economy, with its modern infrastructure, skilled workforce, and expanding consumer market, creates a favorable business environment. Thailand’s strategic geographical location is located in the center of the region, serving as a gateway to major markets inside and outside the region. The Thai government is also actively implementing investment incentive policies, including tax incentives, financial support and simplification of administrative procedures, especially incentives for companies certified by the Board of Investment (BOI). In conclusion, Thailand is an attractive destination for investors who want to take advantage of a dynamic and integrated economy. However, many investors do not know the procedures for establishing a company in Thailand, Viet An Law would like to guide customers through the article below.

Procedures for registering to reserve the company’s name

Company Name Reservation is the first and very important step in the process of establishing a company in Thailand.

Search and select a company name

• Uniqueness: The company name must be unique and must not be identical to any company name that has been registered with DBD. You can check online on DBD’s website (dbd.go.th) to see if the expected name is the same.
• Regulatory compliance: The company name must not violate trademark and copyright regulations or contain sensitive or offensive words. The name also needs to match the type of business the company intends to operate.
• Language: The company name can be in Thai or English, or both. However, Thai names need to be transcribed correctly if any. English names are more commonly used for foreign-invested companies.
• Company name ending: The company name needs to have a tail that is appropriate for the type of company, for example, “Limited” for a limited company, “Public Company Limited” for a public company.

Register to reserve your name online

• You can register to reserve your company name online on DBD’s website. The process is quite simple and quick.
• Usually, you should prepare at least 2-3 backup company names for registration, in case the desired name has been registered by someone else or is not accepted.

Name retention period

• The company name will be kept for a certain period of time (usually 30 days). During this time, you need to complete the procedures for registering an official company.
• Currently, name retention extensions are not allowed. If you have not completed the company registration procedure past the deadline, the name will be returned to the system and others can register.

Identification of company founders, shareholders and directors

Founders

• Founders are individuals who initiate and participate in the process of establishing a company. They are responsible for preparing the necessary documents, registering the company name, and carrying out the initial procedures.
• As a rule, at least two founders are required to set up a limited liability company in Thailand.
• The founder can be an individual Thai or a foreigner.

Shareholders

• Shareholders are the people who own the shares of the company. They contribute capital to the company and benefit from the company’s business.
• Just like the founder, it takes at least two shareholders to set up a limited liability company in Thailand or depending on other types.
• Regulation on ownership ratio: According to Thai law, for some industries, foreigners are restricted in terms of share ownership in the company. Normally, foreigners can own up to 49% of the shares, and the rest (51%) must be owned by Thais. However, there are some industries where foreigners are allowed to own 100% of the capital. Therefore, determining the company’s business line to be invested in Thailand is very important to comply with the ownership ratio regulation.

Directors

• A director is a person who is responsible for managing and operating the company’s operations.
• At least one director is required to set up a limited company in Thailand.
• The director can be a Thai or a foreigner.
• Residency Regulations: For some types of companies, there may be a requirement for the number of directors to reside in Thailand.

Preparation of company setting up documents in Thailand

The list of documents to be submitted to establish a company in Thailand includes:

• Company Establishment Application: Application form provided by DBD.
• The Charter of Establishment: includes the following information:
  • Company name (has been registered to reserved).
  • Head office address.
  • Business objectives (detailed description of business activities).
  • Registered capital.
  • Names and information of the founders.
• Company Charter:
  • Detailed regulations on the operation, management and administration of the company.
  • Regulations on shares, shareholders, rights and obligations of the parties.
• Minutes of statutory meetings: Minutes of decisions adopted during statutory meetings, including:
  • Adoption of the Articles of Association (AOA).
  • Election of the Board of Directors.
  • Appointment of auditors.
  • Approve contracts and expenses related to the establishment of the company.
• Shareholder List: Details of the shareholders, including the number of shares owned.
• Copy of Passport/ID card of the founder, shareholders and directors (notarized).
• Bank Statement Certificate (if required).
• Power of attorney (if any): In case of authorizing another person to carry out the procedure.

Filing of company incorporation documents: Within three months from the date of the statutory meeting, company directors must submit the application for incorporation and complete the payment of the company registration fee.

Customers who need support to establish a company, please contact Viet An Law for the fastest support!