Thailand Incorporation Guide

 

Estimated Time Required (Incorporation):

4-7 weeks after obtaining all documents

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Requirements for incorporation:

1. At least two natural persons are required as promoters (initial shareholders), and two shareholders are required at all times during the operation of the company.

2. A copy of the office and house registration number (TABAN) and a letter of consent from the landlord registered in Thailand.

3. For non-restricted foreign companies, the minimum registered capital is 2 million baht, and for companies restricted under the Foreign Business Act, the minimum registered capital is 3 million baht. Companies owned by Thais are not subject to these requirements. (However, they must meet the financial requirements to support work permits for foreigners)

3. Submit the articles of incorporation with the application

4. Convening a statutory meeting

5. If the Thai shareholder is a foreign shareholder, a certificate from the bank certifying the adequacy of the funds in the Thai shareholder's personal bank account

6. All shareholders/initial promoters and directors must sign a part of the application documents in Thailand

7. The incorporation process includes registering with the Department of Business Development (DBD) of the Ministry of Commerce and Industry, and the company must register and obtain a VAT certificate to meet the requirements of the National Tax Service. The company must also register with the Social Security Office for its employees.

 

Overview:

Foreign companies established or operating in Thailand are subject to different regulations under the Foreign Company Act (the “Act”). Under Thai law, a foreign company is defined as a company with at least 49% foreign ownership.

Foreign companies are subject to different regulations under the Foreign Company Act (the “Act”). If the type of business you wish to operate falls under the categories specified in the law (which includes virtually all common business activities), you will be restricted from operating at all or will need to apply for a foreign business license (“FBL”) before you can start operating and obtain a business or industry-specific license.

 

A common way to avoid the foreign business license requirement is to incorporate as a Thai-owned company. This means that a Thai person or entity holds at least 51% of the shares. Despite this practice, applications from companies with 49% foreign ownership will be subject to additional scrutiny as to whether the Thai shareholders are nominee shareholders, and Thai shareholders will be required to submit evidence of how they obtained the funds used to invest in the company. This will likely take the form of a letter of proof of funds from the bank where the shareholder's account was opened.

 

Where possible, it is advisable to select a Thai shareholder who has the ability and intention to hold 51% of the company's shares, as different rules apply to foreign majority-owned structures. Such structures may present additional obstacles to obtaining the necessary permits to operate certain businesses.

 

Costs:

1. Incorporation fee: USD2,500

 

Included in the fee:

- Consultation on incorporation

- Production of two company stamps/corporate seals

- Company registration certificate and corporate establishment documents

- Translation from Thai to English and all corporate establishment documents issued by the registry office

- Preparation of one shareholder/board resolution for opening a bank account

 

2. VAT registration: USD550

- Preparation of documents for VAT registration with the tax authorities

- Submit a VAT registration application and issue a tax ID.

 

3. Transportation costs (4 trips): USD80

 

4. Government fees: USD300

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Included:

- Company registration fee: 6,200 baht

- Stamp duty: 2,500 baht

- Document fee: 2,000 baht

 

Total cost: USD3,430

(Including incorporation costs, government fees, and VAT)

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Requirements and documents to be prepared for incorporation:

1. A copy of the shareholder/director's passport

2. Original verification of the shareholder/director's passport

- Korean passport: A copy of the English passport (issued by the district office or city hall) (View sample)

- Passport of another country: Certified True Copy or Notarial Certificate (View Sample)

 

3. Two types of recent (within 3 months) English-language proof of address for shareholders/directors (addresses must be the same)

- Residence in Korea: English translation of resident registration (residence center) + front and back scans of driver's license (view sample)

- Residence in other countries: Utility bill + bank statement (or equivalent official document) (view sample)

 

4. Fill out the application for incorporation and application for registration of members