order to set up a Limited Company in Thailand, the following
procedures should be followed:
The name to be reserved must not be the same or close
to that of other companies. Certain names are not allowed
and therefore the name reservation guidelines of the Commercial
Registration Department at the Ministry of Commerce should
be observed. The approved corporate name is valid for
30 days. No extension is allowed.
a Memorandum of Association
A Memorandum of Association, to be filed with the Commercial
Registration Department, must include the name of the
company that has been successfully reserved, the province
where the company will be located, its business objectives,
the capital to be registered, and the names of the seven
promoters. The capital information must include the number
of shares and their par value. At the formation step,
the authorized capital, although partly paid, must all
be issued. Although there are no minimum capital requirements,
the amount of the capital should be respectable enough
and adequate for the intended business operation.
Memorandum registration fee is 50 Baht per 100,000 Baht
of registered capital. The minimum fee is 500 Baht, the
maximum 25,000 Baht.
a Statutory Meeting
Once the share structure has been defined, a statutory
meeting is called, during which the articles of incorporation
and by-laws are approved, the Board of Directors is elected
and an auditor appointed. A minimum of 25 percent of the
par value of each subscribed share must be paid.
Within three months of the date of the Statutory Meeting,
the directors must submit the application to establish
the company. Company registration fees are 500 Baht per
100,000 Baht of registered capital. The minimum fee is
5,000 Baht; the maximum is 250,000 Baht.