Can a Foreigner Register a Company in Thailand?
The answer to the above question is a resounding yes, but there are certain processes and regulations to adhere to and the best way to proceed is with the assistance of a suitably experienced, qualified and reputable specialist such as Umpire Legal. You will have noticed a number of companies, both offline and online, offering business registration and set-up services across Thailand but a word of caution, do your research first, many people have fallen at the first hurdle by picking the wrong advisors and subsequently been left high and dry. Here at Umpire Legal, we don’t do shortcuts and certainly don’t offer services we can’t deliver.
There are a number of business structures that foreigners can take advantage of but perhaps the most straightforward is the Thai Limited Company. The registration for a Thai Limited Liability company can usually be completed within 3-5 business days whereas BOI Company registration (applicable for 100% foreign ownership and attractive tax breaks) can take up to 90 days but can be very beneficial for those in a position to do so.
What is required to open a company in Thailand?
As previously touched upon, there are no shortcuts for foreigners when it comes to opening a fully compliant company in Thailand, but with a team of specialists by your side, the process is a much smoother experience. As it’s the most popular business structure for foreigners, we’ll cover the basic steps involved in setting up a Thai Limited Company.
- Company Name – The Department of Business Development (DBD) guidelines should be followed when reserving the company name. Umpire Legal will generally ask for 2-3 alternative names to be provided to safeguard against the chances of the first choice being taken or falling foul of the naming guidelines. It is possible to register a change in company name in the future should this be required.
- Shareholders, Directors & Promoters – A condition of registering a Thai Limited Company is the appointment of at least 3 shareholders and promoters and 1 director. If the shareholders are a mix of Thai and foreign, or solely Thai shareholders and foreign directors, the Bank Statement Certification issued by the Thai bank must show an amount that is at least equal to the cost of shares held by the Thai shareholders. Advisors engaged to facilitate the company set-up will generally ask all parties for passport details, ID card numbers and other personal details.
- Memorandum of Association – A MOA (Memorandum of Association) needs to be filed with the DPD and must contain all pertinent details including company name, promoter names, province of business operations, business objectives and also show a reasonable amount of capital for business operations. If the company intends to hire a foreigner, the associated costs of the visa and work permit should also be taken into account.
- Statutory Meeting – A Statutory Meeting is convened when the share structure of the company is confirmed, the MOA and Articles of Association have been approved, Board of Directors are in place and an auditor is appointed.
- Company Registration – At this stage, the company set-up is well and truly up and running and the directors must submit the application in order to establish the company. The application must be completed within 3 months of the Statutory Meeting date along with the proscribed registration fees.
- Corporate Tax Registration – As you’d expect, all companies in Thailand must be registered for Corporate Income Tax. (CIT) All businesses with a corporate tax liability need a tax ID within 60 days of company incorporation. Most companies will also need to obtain a VAT ID once a certain revenue threshold is reached, your advisor will be able to provide more detailed information.
- Setting up a Company Bank Account – The usual details are required to open a company bank account including all relevant paperwork appertaining to the company. Your advisor should be able to help you select the right account(s) for your business and provide assistance when required. The advent of internet banking has significantly helped companies to streamline their business banking so opening an account which facilitates online banking is beneficial for most business banking day-to-day activity.
The above stages are just a brief introduction to the process of setting up a Thai Limited Company and although it may seem quite straightforward, there are several processes that must be followed in order to make the company legally compliant.
If you are thinking of setting up a Thai company, now or in the future, and need a sector-leading Thai company registration firm that sets the benchmark in terms of services, integrity and overall experience, contact Umpire Legal. When you partner with our team, you can be assured of a first-class range of services that are purpose designed to make the process of setting up a Thai company as seamless as possible.
If you have an existing Thai company, we also offer a range of corporate secretarial services including the preparation of EGM minutes, registering a change to the company’s address, completing a change of shareholders, and so forth.