I HOPE .... THESE INFORMATION WILL BE HELP-FULL TO YOU.....
First step: Registration of the Company Name
The first step is of course to register the company name.
The name you chose for your company must not be identical to/or nearly resemble the name of any existing registered partnership or company.
We recommend you to reserve three names ranked by priority to maximize the chances of success. Your company name will be registered in Thai Language, even if the name of your company is in English (the translation from the foreign name into Thai will be done in phonetic).
You may not use certain terms are prohibited. For example, you may not use the term “investment” in your company name but the term “capital” is ok.
Once approved, the corporate name is valid for 30 days. No extension is allowed. In other words, the next step of the registration of the company must be completed within 30 days from the registration of the name.
If you are French, have a Thai French speaker translate the name of your company for you because of translation issues.
Do not take a name that is too long to write. Do not forget that your clients will have to write it on your checks. So the more complicated the name the more mistakes your clients will make when drafting your checks.
Note that if you liquidate a company and set-up a new company there will be a waiting period of 2 years before you can use again the name of the first company.
Note that you can use the same name for several companies if you accompany the name of a different figurative word. For example RP Services, RP Estate, RP Properties, RP Capital…
Finally, the name of your business can be different from your company name.
Second step: Filling the Memorandum of Association
The second step to register your company is to file the Memorandum of Association.
The Memorandum of Association is the agreement made by the three individuals that are the founders (promoters) of your company. The Memorandum of Association must contain:
(1) the name of the proposed company, which must always end with the word “limited”; [ you can actually use foreign denomination that means Limited. For example French people can actually use the SARL instead of Limited]
(2) the province of the Kingdom were the registered office of the company will be situated;
(3) the objects of the company;
(4) a declaration that the liability of the shareholders will be limited;
(5) the amount of share capital which the company proposes to be registered, and the divisions thereof into shares of a fixed amount;
(6) the names, addresses, occupations and signatures of the promoters [the promoters are individuals only], and
(7) the number of shares subscribed by each of them.
The memorandum must be made in one original copy at least and signed by the promoters, and the signatures of the promoters must be certified by two witnesses.
Third step: The Statutory Meeting:
The next step is to convene a statutory meeting of the promoters.
Before 1st July 2008, it was necessary to wait a minimum of 7 days from the date of registration of the Memorandum of Association before to convene the statutory meeting. Since the 1st July 2008, you may convene the statutory meeting the same day you register the Memorandum of Association.
The statutory meeting purpose is
(1) to adopt the regulations (Articles of Association) of the company,
(2) to ratify any contracts entered into by the promoters or any expenses incurred by the promoters in promoting the company;
(3) to fix any amount to be paid to the promoters;
(4) to fix the number of preference shares (if any) to be issued, and the nature and extent of the preferential rights accruing to them;
(5) to fix 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;
(6) to fix and determine the services or property in return for which such ordinary shares or preference shares shall be allotted as paid up otherwise than in cash and to appoint the first directors and auditors and the fixing of their respective powers.
Now while the statutory meeting is actually a very important step of the registration of a company I have never actually seen such meeting actually happening. It is most of the time regrettably a “paper meeting”.
Fourth Step: The Company Registration per se
Your company will be fully incorporated upon the registration of the application to establish the company at the Ministry of Commerce.
This formality may now be made on the same date than the registration of the Memorandum of Association, providing however that all other formalities (statutory meeting) have been completed.
To the latest, this formality must be made within 3 months of the date of the statutory meeting. You may register your company later (after 3 months) but you will have to provide a letter explaining the reason for the delay.
Particulars to be mentioned in the application to register the company:
The application must contain the following particulars;
(1) the total number of shares subscribed or allotted (distinguishing ordinary shares from preference shares if any);
(2) the number of ordinary shares or preference shares allotted as fully or partly paid-up otherwise than in money, and in the latter case, the extent to which they are paid-up;
(3) the amount already paid in money on each share; the total amount of money received in respect of shares;
(4) the names, occupations and addresses of the directors and if the directors have, power to act separately, their respective powers and the number or names of the directors whose signature is binding on the company.
(5) The application must also contain the period for which the company is registered, if any has been fixed;
(6) the address of the principal business office and of all branch offices and any other particulars, which the directors may deem expedient to make known to the public.
Note also that it is at this step of the registration process that the Thai shareholders of your company will be compelled to disclose the source of their investment (if applicable).
If you register a company for the purpose of purchasing land, you must also take into account that your Thai shareholders shall also be subjected to disclosure of their investment by the Land Department.
The scrutiny exercised by the Land Department is more in depth so do not forget to tell your advisor if you intent to purchase land.
It is also at this step that you will need if you are the director of the company to sign the receipt attesting that each shareholder has paid his/her shares subscriptttion. The receipt must be signed by the director and mention, the name of the shareholder, the amount paid, the amount of shares purchased, the value per share and that the money is collected for payment of the capital. Note that all shareholders that will be on the first shareholder list of the company will have to sign a receipt as well. Shareholders that enter at a later stage do not need to sign anything but for the share transfer documents.
Step 5 and 6: Post Incorporation Formalities
Once your company has been registered you will also need to apply and obtain a company corporate tax I.D. card and number from the Revenue Department within 60 days of incorporation or the start of operations.
Note that this formality can now be completed online. Note also that you will need to register the company Tax I.D. in order to open a corporate bank account. Banks do not open corporate account to companies that have no tax I.D. card.
Speaking of opening the company account; if a foreign director of a company does not have a work permit, the bank will generally request that the application documents for the opening of the company corporate account be co-signed by a Thai director.
Finally be reminded that companies having a turnover of more than 1,800,000 baht per annum must register for VAT.
Note that if you wish to obtain a work permit you will need to register your company to the VAT immediately