[ESTABLISHING A BUSINESS ENTITY IN THAILAND] 485
Guidelines for Incorporating a Thai Limited Company i) Corporate name reservation A promoter of a company is required to apply for the company’s name reservation, either directly or electronically, with the Registrar’s Office at the Department of Business Development, Ministry of Commerce. The result is obtained on the date of filing. ii) Incorporation Thereafter, the process for incorporation consists of two steps, namely: Step 1. Registration of the Memorandum of Association After the name reservation is approved, the registration of the Memorandum of Association shall be made within 30 days, unless such reserved name will be expired, resulting in being unable to the registration. Information required for this registration includes: (i) Corporate Title (ii) The Location of the Company’s Head Office (iii) The Company’s Objectives (iv) Registered Capital: There is no minimum requirement set by the Registrar. Therefore, the business owner needs to consider the size of its business. According to Thai law, the par value of shares of a company must not be less than Baht 5 each. ( V ) Information of Promoters: Full Name,
Under Thai law, two individual promoters need to enter their names and subscribe for at least one share of the Company. ( VI ) Information of Witness: Full Name, address, occupation, age, telephone number, ID card number or passport number (in case of a foreigner). Under Thai law, two individual witnesses are required. Note : The Promoters shall pay the Revenue Stamp by cash of Baht 200 for the Memorandum of Association by the time of filing the same with the authority. Generally, the registration process for the Memorandum of Association takes one day, but it depends on the completeness of the application. Once approved, the registration fee must be paid to the Registrar’s Office. The government fee is collected at a single flat rate of Baht 500. Notice Calling for Statutory Meeting After registration of the Memorandum of Association, the authorized promoter will issue a notice calling for a Statutory Meeting. The said meeting must be scheduled no less than seven days from the date of issuing the notice, which normally is the day after the Registration of the Memorandum of Association. Statutory Meeting At the Statutory Meeting, the Chairman will be elected, and the agenda contained in the Notice calling for the Statutory Meeting shall be discussed. There are altogether six matters that need to be considered at the Statutory Meeting, as follows: (1) Approval of the first list of shareholders. (2) Ratification of actions taken, and approval of expenses incurred by the
address, occupation, age, telephone number, ID card number or passport number (in case of a foreigner), number of shares to be subscribed.
ILN Corporate Group – Establishing a Business Entity Series
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