[ESTABLISHING A BUSINESS ENTITY IN THAILAND] 486
promoters of the company in the process of formation, if any. (3) Approval of the Company’s Articles of Association. (4) Appointment of the Company’s Board of Directors and fixing the authority of the authorized directors of the Company. (5) Appointment of the Company’s auditor and approval of his/her remuneration. (6) Other businesses, if any. Notes: (1) The director shall pay the Revenue Stamp by cash of Baht 200 on the original copy of Articles of Association (“By - Laws”) to the authority. (2) According to Thai law, a Company is not required to have a corporate seal. In practice, a Thai company usually has a corporate seal to prevent fraudulent acts by unrelated persons. Shareholders Thai corporate law requires a minimum of two shareholders of the Company at all times. Important Note: (i) Proof of Actual Investment in a new company - A company with more than 5 Million Baht registered capital is required to prove the payments of shares made by the shareholders. For incorporation, the authorized director must collect all shares payments and deposit same first into his/her personal bank account in Thailand and obtain a confirmation letter issued by such bank confirming the outstanding amount that was deposited into such bank account
accordingly. This bank letter will be part of documents for registration. - Once the Registrar approves the incorporation, the Board has the duty to further adopt a resolution for opening a bank account and the related director shall transfer such shares capital into the Company’s bank account ASAP. Then (in the same manner as above), a Bank confirmation letter from the Company’s bank is to also be submitted to the DBD to prove the outstanding balance amount that was deposited into the Company’s bank. This step must be completed within 15 days from incorporation. Failure to do so will blacklist (DBD-wise) the company. - The above process is exempted if all board members are foreigners (as they may not be able to practically open a personal bank account in Thailand), so submitting a clarification letter to the Registrar informing that there is no such bank account in Thailand, would be sufficient instead. - However, the Company still has the duty to open a bank account for depositing the shares payments and submit the Bank’s Confirmation letter (where the Company will open its account) to the DBD within 15 days from incorporation date. (ii) Proof of Actual Investment in a new company by any Thai shareholders - In a case of a company with foreign shareholders that are holding less than 50% of the total registered capital, the Thai shareholder(s) must submit his/her bank confirmation letter confirming the outstanding balance in his/her bank
ILN Corporate Group – Establishing a Business Entity Series
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