It’s possible to register a company in Thailand on your own. You won’t need a lawyer or an accountant to do so as long as you have the required paperwork.
In this article, we will guide you through the steps you need to take to register a company in Thailand on your own.
What You Need
There are three things you need to set up your company:
- shareholders
- paid capital
- office address
Shareholders
For a registered company, you need to have at least two shareholders. If the company will conduct a business restricted under the Foreign Business Act without a foreign business license or other exemption, Thai nationals generally must hold more than 50% of the shares, while foreigners can hold up to 49%.
But if you’re an American citizen, you may be able to hold the majority of shares because of the Treaty of Amity between Thailand and the USA, as long as the business qualifies and you get the required certification.
A registered company in Thailand is suitable for anyone who wants to set up a company in Thailand and do business that’s not eligible for promotion from Thailand’s Board of Investment.
One example is a restaurant.
Getting promoted by Thailand’s BOI is the best way to set up a business. You can own 100% of your business. You still need at least two shareholders, but they don’t have to be Thai.
To start, you need to check the eligible activities from Thailand’s BOI and find out whether the business you’re planning to do is eligible or not.
If it is, you can apply for the promotion.
After you submit the forms, you may need to meet BOI officers or present your business.
If you’re missing anything, the BOI officer will let you know. They can speak English, and they’re helpful and willing to support you to get the promotion. You just need to get all the documents and info the officer asks for.
Once approved, you get a BOI certificate and you can use that to register your company in Thailand.
Paid Capital
You need to agree on paid capital with your partners before you set up a company. If Thais are major shareholders of the company and the business is not subject to a specific capital requirement, there usually isn’t a practical minimum registered capital, although each share must have a par value of at least THB5.
The law also requires you to pay at least 25% of the value of each share when setting up a company. You can pay the remaining amount later.
But if you want to work in this company, you generally need to have at least THB2 million in paid-up registered capital and four Thai workers per one foreign worker. This is the minimum many companies need to get a work permit and visa extension for a foreign employee.
If you want to hire more foreign workers, your company generally needs to have at least THB2 million in paid-up registered capital and four Thai workers for each additional foreign worker.
For many BOI-promoted projects, the minimum investment capital is THB1 million, excluding the cost of land and working capital, unless the BOI specifies otherwise.
Paid capital is also based on your business’ industry. For some industries, such as logistics, higher capital may be required.
The amount of paid capital doesn’t need to be in cash alone. It can include non-cash assets, such as machinery or equipment, if they are properly contributed to the company in exchange for shares and recorded in the company documents. Ordinary company expenses, such as rent, are not automatically paid-up capital.
Office Addresses
You need to have an address for your office. If you have your own property, you can use it if the property owner, building rules, and other applicable rules allow it.
Otherwise, you can rent an office and get a Letter of Consent from the property owner. Some owners may charge a few thousand baht for this.
A Letter of Consent is needed when you set up a company at the Department of Business Development and the Revenue Department.
If you don’t have a budget for a physical office, you can use a registered address service instead. It costs a few thousand baht per month. These services are provided by many serviced office providers. You can use their address to set up a company, and they will handle mail and calls for you.
However, you should check whether the address is acceptable for your tax registration. VAT-registered companies generally need an actual place of business because the Revenue Department may inspect it before approving VAT registration.
Setting Up a Company
You can set up a company yourself without hiring a lawyer. You can do it in one day assuming you have all the paperwork.
The main condition is that you need to read and write Thai well. All documents must be filled out in Thai with the exact wording required by Department of Business Development (DBD) officers.
You can set up a company at a DBD registration office or provincial commercial office that handles your registered office area, or you can do it online.
To set up a company yourself, you need to:
- book the company name
- check the DBD’s official list of required documents
- download all the necessary forms
- follow the style and wording required by the DBD
- go to the DBD to register your business or do it online
You can book your company name online. Apply for an account on the DBD’s e-Registration website and book your name there. The process is straightforward and can be finished within an hour.
Once you book your company name, print the confirmation letter. Use it to register your company.
Please note that the confirmation letter will expire within 30 days. Once it expires, you need to book your company name again.
Once you have the company name, prepare the other documents to register your company and go to DBD.
When you’re there, go to the info counter to have all your documents checked. The officer will tell you what needs to be fixed. This happens no matter how well you prepare the documents.
Bring a laptop with all the forms in a file. This way you can print a new form as required by the officer.
If you make a slight mistake, you can correct it with whiteout and a typewriter inside the DBD.
Once the officer approves your form, you’ll get a queue number to see another officer to have your documents checked again. Once everything is correct, you need to pay the DBD registration fee, which is generally THB5,500 for registering the memorandum of association and limited company, plus any document or certificate fees, and wait to get your company’s documents.
If you have the correct paperwork, the entire process at the DBD can be done within a few hours.
Scan these documents and keep them. You’ll need them when dealing with any organizations, including government organizations, non-government organizations, and banks.
Licenses
Certain types of businesses require more licenses than others. For example:
- if you want to run a restaurant, you may need a food establishment license or notification from the local authority, and licenses for alcohol or music if you sell alcohol or play protected music commercially.
- If you run an insurance brokerage business, you need a brokerage license.
- If you run a travel company, you need a tourism license.
- If you import products to sell in Thailand, you may need customs registration and, depending on the product, an import license or permit.
- If the imported product is food, medicine, or another regulated product, you need to get the necessary approval from the FDA or other relevant authority.
You can get each license from the specific governing body. Each license requires different paperwork, procedures, processing times, and fees.
You should double check with your lawyer to make sure you have all the necessary licenses. If you don’t have a lawyer, ask your accountant.
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