Company Registration

THAI PARTNERSHIPS

Ordinary Partner ship

An ordinary company registration set up is done by a minimum of two persons who share in a joint partnership and unlimited liability for all the Partnership’s obligations.

Partners are jointly, severally, and personally liable for debts and taxes of the partnership.
Each partner is liable for a co-partner’s  tortuous act or wrongdoing. For example, the misapplication of another person’s money or property)

Unless otherwise stated in tan agreement, no other person can become a member of the partnership without the written consent of all partners.

 

Limited Partnership

Limited partnerships provide for two types of partners. The difference from Ordinary Partnership is that one partner has limited liability and the other partner will have unlimited liability.

**Limited Partnerships must be registered.

 

THAI REPRESENTATIVE OFFICE

Representative Offices that require a Foreign Business License are limited to certain conditions such as:

  • Business movement within Thailand must be reported
  • Providing advice on products which are being sold to distributors or customers
  • Sourcing goods and services in Thailand
  • Inspecting and controlling the quality and quantity of goods purchased or ordered to be manufactured in Thailand
  • Information regarding new products or services must be introduced

 

THAI REGIONAL

Regional offices are run in Thailand on behalf of their head office overseas, and may not be separate legal entities. List three of Foreign Business Act 1999 will limit Regional Offices to performing 8 specific activities.

  • Product Development
  • Act on behalf of the head office
  • The operation of branches and affiliates which are located in the region
  • Provide services in consulting and management
  • Training and personnel development
  • Services in research and development
  • Financial management
  • Marketing control, and sales promotion planning

**Foreign companies must have at least one active branch office or affiliate in Asia before beginning their activities in Thailand. Regional offices will be required to apply for a Foreign Business License and are also restricted from purchasing, earning income, negotiating, and selling.

Capitalization must be at least 25 percent of average estimated expenses for first 3 years , However this must be no less than three million baht.

 

THAI BRANCH OFFICE

Multinational companies may want to set up their business as a branch office located in Thailand.  A Foreign Business License will be required in cases where branch office activities fall into one of the categories under the FBA.

  • Branch Offices are not limited to the “non-trading” activities.
  • Income is allowed to be earned.
  • Liabilities will not be limited within Thailand, but will extend to the head office overseas.
  • Capitalization will be calculated from at least 25 percent of average estimated expenses for first 3 years , However this will be no less than three million baht.

 

THAI LIMITED COMPANY

A Limited Company, is formed with a capital divided into equal shares. The liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them.

Private Limited Company’s require:

  • At least one director
  • A minimum of three promoters
  • An auditor
  • A statutory meeting
  • A memorandum of association
  • Registration of the incorporation papers

Limited Company’s must also follow accounting procedures specified within the Revenue Code and the Accounts Act, and the Civil and Commercial code. Companies will be required to withhold income tax from the salary of all employees.

Procedures:

  • Reserve Your Proposed Company Name
  • File a Memorandum of Association
  • Convene a Statutory Meeting
  • Company Registration
  • VAT or SBT Registration *

* Value Added Tax or Specific Business Tax may have to be registered depending on business activities.