Company Registration Certificate Thailand

Imagine you are a Thai consumer. Would you feel more confident dealing with a company that is officially registered with the DBD in Thailand? The answer is probably yes. A Company Registration Certificate provides that assurance. It is not just a piece of paper. It shows a company’s legal status in Thailand.

This is why aspiring entrepreneurs in Thailand must obtain a Company Registration Certificate. The process may seem lengthy or complex at first. This is when you should get in touch with our experts at S & F Consulting Firm. We will ensure the company registration process in Thailand goes smoothly for you and that you receive the certificate without any delays or legal issues.

What Is a Company Registration Certificate in Thailand

In Thailand, a Company Registration Certificate is an official document that confirms your business is legally registered with the Department of Business Development under the Ministry of Commerce.

If your company has a company registration certificate in Thailand, it indicates that your company is recognized as a legal entity in Thailand. It includes essential details such as:

• Your company's name

• Company registration number

• The objectives of the business

• Company’s registered address

• Essential information about shareholders and directors

For example, if you plan to open a restaurant in Bangkok, you must first register your business and obtain the Company Registration Certificate before serving customers. Foreigners must also obtain a company incorporation certificate in Thailand in order to conduct business transactions in Thailand.

Why Is It Necessary To Get a Company Registration Certificate in Thailand

Obtaining a Company Registration Certificate in Thailand is essential for several reasons, including:

1. Legal Recognition and Legitimacy

A company registration certificate establishes that your business is officially recognized and operating legally in Thailand. This is essential for building trust with your customers. Consumers are more likely to purchase products from a company that has a legal identity in Thailand.

For example, if you were hiring a contractor in Bangkok, would you choose a registered company or an unregistered one? Most would prefer a registered business. Thus, this certificate gives your business credibility.

2. Opening a Corporate Bank Account

To open a corporate bank account in Thailand, you need a company registration certificate. This document is required by banks to verify your company's legal status. It helps banks identify your business.

Without this certificate, managing your business finances becomes difficult. You will face challenges in receiving payments and issuing checks.

3. Receive Tax Benefits

When you register your company, your business becomes eligible for tax benefits offered by the Thai government. These include reduced corporate income tax and exemptions on import duties for certain goods. For example, if you run a manufacturing business, you can enjoy VAT exemptions on exported products.

4. Ability to Engage in Contracts and Legal Proceedings

Having a Company Registration Certificate allows your business to enter into contracts, own property, and take part in legal proceedings. For instance, if you want to lease office space in Chiang Mai, landlords will ask for proof of your company registration before finalizing the agreement. You can show the company incorporation certificate to the landlord at that time.

5. Protection of Intellectual Property

When you register your company name and logo, you protect your brand from being used by others. This legal protection is important for maintaining your business's unique identity in the Thai market. By getting a company registration certificate, you can ensure protection of intellectual property in Thailand.

Requirements for Obtaining a Company Registration Certificate

1. Company Name Reservation

In Thailand, reserving a company name is a crucial initial step in the business registration process. The Department of Business Development offers an online platform where you can submit up to three preferred company names for approval. This service is provided free of charge.

2. Memorandum of Association

To get a company registration certificate, you need to prepare the MOA. It must be submitted to the DBD before the company registration process begins. The fee for preparing the Memorandum of Association in Thailand is 50 baht for every 100,000 baht of registered capital.

3. Registered Business Address

Your company must have a physical office or location in Thailand. This address must be valid and verifiable by Thai authorities. If you rent an office, you need a lease agreement as proof of your business location.

4. At Least One Director

You must appoint at least one director to manage the company. The director must be a legal adult and can be a Thai or foreign national. The director's name will be listed on the company’s official documents. Additionally, your company must have at least two shareholders.

5. Minimum Capital Requirements

The registered capital should be appropriate for your business type. If you apply for a foreign business license or a work permit for foreign employees, the minimum capital requirement is typically 2 million baht per foreign employee.

6. Articles of Association

This document outlines company regulations, shareholder rights, and director responsibilities. It is required if the company has specific internal rules beyond the standard Thai company law.

How to Get a Company Registration Certificate in Thailand

Here are the steps you need to complete to obtain your business registration certificate in Thailand.

Step 1: Reserve Your Company Name

Purpose: Before you can start the registration process, you need to choose a unique name for your business.

Process: Submit up to three preferred names to the Department of Business Development for approval.

How: You can do this online on the DBD’s website. The department will check if your chosen name is already in use by another company. It can take around one to three days to reserve a company name in Thailand.

Step 2: Draft the Memorandum of Association

Purpose: The MOA outlines essential details about your company.

Process: Prepare a Memorandum of Association that includes:

• The company’s name

• The business objectives

• Registered capital

• The company’s address

• Information about promoters and their shares

How: The MOA must be signed by at least three promoters (individuals), and it needs to be filed with the DBD.

Step 3: Hold a Statutory Meeting

Purpose: The statutory meeting is where the initial decisions for the company are made.

Process: During this meeting, you need to:

• Approve the Articles of Association

• Appoint directors

• Set the share structure

• Select an auditor

How: You must notify the DBD of the meeting details and submit relevant documents after the meeting takes place.

Step 4: Submit Company Registration Documents

Purpose: You need to submit all the required documents to register your company with the DBD.

Documents: Include the following documents:

• Company registration application form

• The MOA

• The Articles of Association

• The list of directors

• Proof of the company address

• Minutes from the statutory meeting

• Copies of the Thai identity cards or passports of all shareholders and directors.

• Pictures of all shareholders and directors.

How: You can submit the documents to the DBD online or in person at their office. All documents should be in Thai or accompanied by certified Thai translations.

Step 5: Register Your Business with the DBD

Purpose: To make your company a legal entity, you must officially register it.

Process: Fill out the required registration forms and submit them with the documents from the previous step.

Fees: The fee for company registration in Thailand depends on your company's registered capital. It costs 50 baht per 100,000 baht of capital.

How: Pay the registration fee through the DBD's online payment system or in person.

Step 6: Obtain a Corporate Tax ID and VAT Registration

Purpose: All companies must be registered with the Thai Revenue Department to pay taxes. If your company earns more than 1.8 million baht annually, you must register for VAT in Thailand.

How: Visit the Revenue Department's local office and submit the necessary documents to apply for a corporate tax ID.

Step 7: Receive the Company Registration Certificate

Purpose: Once you have completed all steps and paid the necessary fees, you will receive your Company Registration Certificate.

Process: After all documents are submitted and approved, the DBD will issue your registration certificate. It might take around 7-9 days to get the company registration certificate in Thailand.

Fees for Company Registration in Thailand

When you register a company in Thailand, you will need to pay several fees. These fees go to the Department of Business Development. The exact amount varies based on a few factors.

It includes your company's registered capital and the type of company you are registering. That's why it's important to check the latest fee schedule on the DBD website.

1. Government Fees:

The government fees for registering a company depend on your company's registered capital. If you are registering a private limited company, the fee is 500 baht for every 100,000 baht of registered capital.

If your capital is less than 100,000 baht, you will still pay the fee as if your capital were 100,000 baht. The minimum fee you can expect to pay is 5,000 baht, while the maximum is 250,000 baht.

For a public limited company, the fee is 1,000 baht for every 1,000,000 baht of registered capital. The maximum fee is 250,000 baht.

2. Additional Fees:

Foreign Business License: If your company requires a foreign business license in Thailand, the standard fees for applying for this license is around 2,000 baht.

Work Permits: If you plan to hire foreign employees, each work permit costs around 3,000 baht for a 3-month permit, 4,500 baht for a 6-month permit, and 6,000 baht for a 12-month permit.

Specific Business Licenses: Depending on your industry, you might need specific licenses. These licenses can cost between 20,000 to 250,000 baht.

Frequently Asked Questions

Q: What is the difference between a Thai limited company and a foreign-owned company?

A Thai limited company can have Thai shareholders who own more than 51% of the shares. On the other hand, a foreign-owned company can have up to 49% foreign ownership, depending on the business type.

Q: Can foreigners obtain a Company Registration Certificate in Thailand?

Yes, foreigners can obtain the certificate if they meet the requirements for registering a company in Thailand. You may need to comply with the Foreign Business Act and other local laws.

Q: Is the Company Registration Certificate the same as a business license in Thailand?

No, they are different. The registration certificate proves your company is legally registered. On the other hand, a business license allows you to operate specific business activities that may require special permissions.

Q: Is the Company Registration Certificate in English or Thai?

The certificate is issued in Thai. You can get it translated into English for official use. But the Thai version is considered the legal document.

Q: What happens if I lose my Company Registration Certificate in Thailand?

You can request a replacement from the Department of Business Development. You may need to provide identification and pay a fee.