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Private Limited Company registration in Thailand
Private Limited Company registration in Thailand
The most lucrative form of business structures in Thailand is a Limited Company, specially a Private Thai Limited Company, is. It has gained popularity due to its malleable features. Equal shares of capital is divided among the shareholders and the liability is confined to the amount unpaid on the shares respectively held by them. There is a separation between owners and management. Let discuss below about private limited company registration in Thailand:
* Takes place simultaneously with previous procedure.
There must be at least three persons acting as promoters in setting up the Thai private limited company who should possess following qualifications:
- Cannot be a juristic person, must be ordinary person
- Be at least 12 years old
- Every promoter must reserve to buy at least 1 share
The promoters construct Memorandum of Associations, which must have certain information:
- Company’s name (the same as the name reserved)
- Location of head office (located at which province)
- Objective of the company
- Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
- Name, address, age, occupation and number of shares that persons who start up the company reserve to buy the shares)
- Name, address, age of 2 witnesses
One of the promoters of the Thailand Company must search and reserve the name of the new company on the Department of Business Development’s Web site. It is a total online process (free of charge) which takes less than one day.
When the Memorandum has been registered, promoters should abide by these things:
- Every promoter should manage to book and buy all the shares
- When all the shares are either booked or purchased, the promoters must convene a general meeting of subscribers instantaneously, which is called the statutory meeting.
Statutory Meeting agenda.
- The adoption of the management of the company.
- The promoters are liable for ratification of any contracts and any expenses.
- Determining the amount of money, which has to be paid to the promoters.
- Fixing the number of preference shares which has to be issued, and the nature and extent of the preferential rights resulting from the shares.
- How many ordinary shares or preference shares to be allotted as fully or partly paid-up when not paid up with money and the amount up to which they shall be acknowledged as paid-up. The description of the services or property in return for which such ordinary shares or preference shares has to be allotted as paid-up shall be elaborated beforehand.
- Appointing the first directors and auditor and determining their respective powers.
No outcome of the statutory meeting are considered legit unless passed by a majority including at least one-half of the total number of subscribers (representing at least one-half of the total number of shares to such subscribers).
- The promoters shall now hand over the business to the directors.
- The directors can cause the promoters and subscribers to pay not less than twenty-five percent of the share’s value.
- After collecting share price, request for the registration of company’s establishment will be processed by the authorized director who will finally submit it to the registrar within 3 months from the date of company statutory meeting with his name signed on the request. If registration is not done within the specified time period, the company statutory meeting will be ineffective and if you would like to register to establish the company, you will have to rearrange the meeting and start everything from initial steps.
However, it is possible for the promoters to prepare the Memorandum, the director to request to register the Memorandum and register the company within the same day.
In a nutshell, the registration of the company limited is divided into 2 steps as follows:
- Registering the Memorandum.
- Registering for the company Limited’s establishment
The registration of the modification or liquidation of the company limited
The method and criteria specified by the law and the government’s rules must be implied while registering to establish and modify any transactions.
Registered Transaction that the Company has to register to Modify has the power to
- Any modification of memorandum before the company has been established.
2. Extraordinary resolution to
- Increase capital
- Decrease capital
- Merge the company
- Company’s merger
4. Any change of memorandum of association after the company’s establishment
5. Capital increase
6. Capital decrease
7. Regulations’ modification
9. Number or name of authorized directors
10. Head office location/branch location.
11. Company’s seal
12. Other transactions that should be publicized
.There are several fee rates associating with the whole process starting from registering the memorandum of association to the company’s establishment. In case you change or liquidate the registration, the fees go higher.
- Government fees for registering a Thailand company:
- Capital fee and memorandum of association fee: THB 5,500 for each one million THB capital (maximum THB 275,000)
- Miscellaneous fees: THB 1,000 – 3,000