INVESTMENT IN THAILAND

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Expand your business in Thailand?

Many organizations have seen major disruption and slowdown over the last 12-24 months thanks to the global pandemic, some have rapidly adjusted to digital platforms and others have thrived due to the business they have and marketplace needs.

What is clear, however, is that doing business internationally, and extending your global footprint is not just a major growth strategy for many clients across the world, it is also becoming an essential and pragmatic business practice.

Investors can start to register businesses in several types in Thailand including:

  1. Partnership Registration
  2. Commercial Registration
  3. Company Limited Registration
  4. Public Limited Registration

Company limited is one of the most registered types in Thailand. It is a kind of business entity which is formed with a capital divided into equal shares, the liability of the shareholders being limited to the amount unpaid on the shares respectively held by them.

HOW TO INCORPORATE COMPANY LIMITED IN THAILAND

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1. Must have at least 3 natural persons (the promoter) signing together in order to
prepare Memorandum and then register.
2. The promoters must arrange for all the company’s shares to be reserved and purchased.
3. When all the shares are reserved, the promoters must without delay hold a General Meeting of share subscribers which shall be called the statutory meeting.

The business to be transacted at the statutory meeting:

a. The adoption of the regulations of the company, if any.

b. The ratification of any contracts entered into and any expenses incurred
by the promoters in promoting the company.

c. Fixing the amount, if any, to be paid to the promoters.

d. Determining the number of preference shares, if any, to be issued, and
the nature and extent of the preferential rights accruing to them.

e. Determining the number of ordinary shares or preference shares to be
allotted as fully or partly paid up otherwise than in money, if any, and
the amount up to which they shall be considered as paid-up. The
description of the services or property in return for which such ordinary
shares or preference shares shall be allotted as paid-up shall be
expressly laid down before the meeting.

f. The appointment of the first directors and auditors and the fixing of their
respective powers. No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total
number of subscribers entitled to vote, and representing at least one
half of the total number of shares to such subscribers.

4. The promoters shall hand over the business to the directors.
5. The directors shall thereupon cause the promoters and subscribers to pay forthwith upon each share and payable in money, such amount, not less than twenty-five percent of the share’s value. (The shareholder (subscriber) is required to pay for their share as per director’s request.)

INFORMATION USED FOR COMPANY FORMATION IN THAILAND

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  1. Company’s name (the same as the name reserved which is proceeded by one of Promoters / shareholders / director(s))
  2. Location of head office (house number, company’s email, company’s telephone number, company’s website (if any))
  3. Objective of the company (Type of business)
  4. Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
  5. Name, address, age, occupation, telephone number, ID card or other personal documents (in case of foreigner) number and number of shares that persons who start up the company reserve to buy the shares)
  6. Name, address, age, telephone number and ID card or other personal documents (in case of foreigner) number of 2 witnesses
  7. The stamp duty payable on Memorandum of Association (200 Baht)
  8. The stamp duty payable on Company’s Regulation (if any) (100 Baht)
  9. Paid-up capital (at least 25% of the share’s value)
  10. Name, address, age, nationality, telephone number, ID card or other personal documents (in case of foreigner) number and signature of director(s)
  11. The name and/or number of director(s) authorized to sign on behalf of the company
  12. Name and license number of Company’s Auditors
  13. Name, address, age, occupation, telephone number, ID card or other personal documents (in case of foreigner) number and number of shares holding of shareholders
  14. Company’s seal (if any).