Thailand Limited Company Registration

What is a Thai limited company?

A Limited Company, particularly a Private Thai Limited Company, is the most common and preferred form of business entity in Thailand. Its key characteristics under the current legal framework are as follows:

• It must have at least two shareholders, who must be natural persons at the time of registration, which can later be changed to juristic entities.

• The liability of each shareholder is limited to the unpaid portion of their shares.

• Shareholders do not typically manage daily operations; the company is managed by appointed directors.

According to Section 1096 of the Thai CCC (Civil and Commercial Code): "A limited company is a company formed with a registered capital divided into shares of equal value, where the liability of shareholders is limited to the amount unpaid on their respective shares."

Key requirements for incorporating a Private Limited Company in Thailand include:

1. Minimum Number of Shareholders:
   At least two shareholders are required at the time of registration and throughout the company’s operation.

2. Registered Office:
   The company must have a registered head office address in Thailand. A copy of the house registration (Tabien Ban) of the premises is required, along with a Letter of Consent from the landlord if applicable.

3. Minimum Registered Capital:

   • For foreign-owned businesses operating in sectors not restricted by the Foreign Business Act, the minimum registered capital is 2 million THB.

   • For businesses in sectors restricted under the Foreign Business Act, the minimum registered capital is generally 3 million THB or more, depending on the specific business activity and ownership structure.

   • Thai majority-owned companies are not subject to Foreign Business Act capital requirements but must meet financial thresholds to support work permit applications for foreign employees.

4. Memorandum of Association:
   A Memorandum of Association (MOA) must be filed with the Department of Business Development (DBD), detailing the company name, objectives, capital structure, and shareholder information.

5. Statutory Meeting:
   After incorporation, a statutory meeting must be held to approve company bylaws, appoint directors, and make other necessary decisions.

6. Proof of Funds:
   For companies with foreign shareholders, a bank certification letter confirming adequate funds in the Thai shareholders’ personal bank accounts may be required as evidence of capital injection.

7. Signatures:
   All shareholders (promoters) and directors must sign the necessary incorporation documents submitted to the DBD.