Setup the Company in Thailand

Why set up a Thai limited company?

• Limited liability: shareholders are liable only up to the unpaid amount of their shares.
• A recognised legal entity: the company can sign contracts, open bank accounts and hold licences in its own name.
• Work permits and visas: a Thai company can support work permits for foreign directors and staff.
• Credibility: Thai clients, suppliers and banks are used to working with limited companies.

How company setup works

Stage 1: Name reservation and Memorandum of Association We reserve your company name with the DBD and register the Memorandum of Association.

Stage 2: Setting up the company

1. Share subscription: the promoters arrange for all the company’s shares to be subscribed.
2. Notice of the statutory meeting: once all shares are subscribed, the promoters send the meeting notice to the subscribers at least 7 days before the meeting.
3. Statutory meeting: the subscribers meet to establish the company.
4. Handover to the directors: the promoters hand over all business of the company to the directors appointed at the meeting.
5. Share payment: the directors call for payment of at least 25% of the value of each share.
6. Setup filing: once payment has been received, the authorised directors file the registration application with the registrar.

The registration must be signed by the authorised directors and filed within 3 months of the statutory meeting. If it is not filed in time, the meeting becomes void and a new meeting of the subscribers must be held.

The statutory meeting

Quorum: at least half of all subscribers must attend, holding together at least half of all shares. Subscribers may send a proxy.

Agenda:

1. Approve the list of subscribers, with their details and the number of shares each has subscribed
2. Adopt the company’s articles of association
3. Ratify contracts made by the promoters and the costs of setting up the company
4. Decide on matters relating to the shares
5. Elect the first directors and set their signing authority
6. Appoint a licensed auditor and set the auditor’s fee. The auditor must be an individual, not an audit firm.

Information we need from you

1. The company’s articles of association, if any
2. The amount of capital paid on each share, at least 25% of its value
3. Each director’s name, address, age, nationality, phone number and ID card or passport number
4. The names or number of directors who can sign for the company (director authority)
5. The head office and any branch address, with the house registration code, plus the company’s email, phone number and website, if any
6. The name, registration number and fee of the licensed auditor
7. Each shareholder’s name, address, nationality, occupation, ID card or passport number and number of shares
8. The company seal, if any. A company does not have to register a seal unless the director authority requires one to be stamped.

Documents for the company setup

VEACCO prepares these for you:

1. Application to register a limited company (Form Bor Or Jor 1)
2. Registration certification form
3. Company establishment details (Form Bor Or Jor 3)
4. Director details (Form Kor)
5. List of shareholders (Form Bor Or Jor 5)
6. Copy of the statutory meeting notice
7. Copy of the statutory meeting minutes
8. Copy of the articles of association, with 200 baht stamp duty (if any)
9. Copies of the share payment receipts issued to shareholders
10. Bank evidence for Thai shareholders, where required (see below)
11. Additional documents if the registered capital is more than 5 million baht, under Central Registration Office Order No. 1/2567 dated 23 May 2024
12. Form Sor Sor Chor 1
13. A simple map showing the head office and nearby landmarks
14. Copies of the ID cards or passports of all directors
15. Copy of evidence of the person certifying signatures, if any
16. Power of attorney, if any

Every copy must be certified as correct by at least one applicant. ID copies are certified by the card owner or by at least one applicant.

Rules for companies with foreign shareholders or directors

If foreigners hold less than 50% of the registered capital, or there are no foreign shareholders but a foreigner is an authorised signing director, each Thai shareholder must provide a bank document showing their financial status. The amount shown must match the amount that shareholder is investing in shares. This follows Central Registration Office Order No. 205/2555 dated 22 November 2012.

We review your shareholding structure before filing, so the company meets these rules and the Foreign Business Act.

Government fees

These are the DBD’s official fees for setting up the company. VEACCO’s service fee is separate.

Where the company setup is filed

• Bangkok (7 offices): DBD head office (Sanam Bin Nam) and Business Development Offices Areas 1 to 6 (Pinklao, Phahonyothin, Ratchadaphisek, Si Phraya, Srinakarin at Thanya Park, and Chaengwattana Government Complex). Securities businesses file only at Sanam Bin Nam.
• Other provinces: the Provincial Commercial Office in each province, plus branch offices in Mae Sot, Pattaya, Hua Hin and Koh Samui.
• Online: through the DBD Biz Regist digital registration system.

Frequently asked questions

How much of the capital must be paid at setup? At least 25% of the value of each share must be paid before the company setup is completed.

Can a foreigner be a director of a Thai company? Yes. If a foreigner is an authorised signing director, the Thai shareholders must provide bank evidence of their investment.

Do we need a company seal? No. A seal is only needed if the director authority says documents must be stamped.

What happens if we don’t complete the setup within 3 months of the meeting? The statutory meeting becomes void, and a new meeting of the subscribers has to be held before the company can be set up.

Can we choose any auditor? The auditor must be a licensed individual auditor. An audit firm cannot be appointed in its own name. VEACCO can recommend one.