Mr. Prasert Poothong,
CPA Thailand and
Director of Panwa Group
Hi there Visitors and Prospected Clients,
Bangkok - Company Registration, Formatting and Setting up company in Bangkok
Welcome, you would like to set up a business in Bangkok? It can be really overwhelming to register a company in Bangkok and at times you can’t see the forest through the trees.
With 12 years of experience in setting up and supporting businesses, both foreign and national, we are there to assist you and your business. This website contains much practical advice and lots of information about how you can set up or register your company in Thailand.
The website and the links on it are free of charge to use and should give you a clear insight in how to set up your business in Bangkok and other provinces.
For more information, please look at the bottom of this page for Q&A or contact us through email at firstname.lastname@example.org or phone +66 2 933 6121 (to 2).
What we serve you for company registration (formating) in Thailand
Fee; Baht 15,000 for the case of registered capital not exceeding Baht 5 million.
(For exceeding of Baht 5 million is be decided case by case)
** Covering company registration, Application for Tax ID. Number and VAT.
** Do not cover; Company Share Certificate, Share Certificate Book.
** Payment Condition: Full amount when sign the registration form.
++ In case of sending documents to be signed outside Thailand, the above fee will have an additional charge of Baht 5,000.
++ Incase the delay came from your side, which will extend the time for registration more than 1 month, the above fee will have an additional charge at rate 10% per each month of delay, since the company name 's reservation will be expired every 30 days.
Other services related to setting up company, if you need. We hope our services below will help you to do business here more conveniently:
Procedure and Timeline:
|Step 1:||Monday – Reservation of company name (the result will come out within 3 hrs).|
Case that Panwa’s address will be used, it can complete only 1 day but case of using other address, it's depend on your support of documents.
In case the foreign investment lower than 50% or being signatory director, all Thai shareholders must present evidence of source of funds issued by bank (it's mean letter issued by bank to certify that related fund are keeping at bank), refer to DBD's Regulation no.205/2555.
|Provision Cost, provided by Panwa for||
Capital Baht 1 million
Capital Baht 2 million
| Company Registration - service fee
(case of sending the registration forms outside Thailand to be signed by the promoter or director, will have an extra charge of Baht 5,000)
|Tax Identification Card (free of charge)||
- 0 -
- 0 -
|VAT Registration (free of charge)||
- 0 -
- 0 -
|Plus Government Fees||
|Total Company Setting Up Cost||
Required Document for Company Registration:
Required Documents for Tax ID Number registration: please visit our website at: http://www.panwagroup.com/taxid.htm (free of charge)
Required Documents for VAT registration (if need to apply): please visit our website at: http://www.panwagroup.com/vatregistration.htm (free of charge)
Further Information for company registration by Foreigner
1.Guidelines for forming a limited company in Thailand
We would like to explain you the guidelines for forming a limited company in Thailand as below:
This is a kind of company which is formed with a capital divided into equal shares, the liability of the shareholders being limited to the amount unpaid on the shares respectively held by them.
Corporate name reservation
The name to be reserved must not be the same or close to that of other companies, which approved by the Commercial Registration Department at the Ministry of Commerce. The approved corporate name is valid for 30 days. No extension is allowed.
Establishment of Company Limited
In order to establish a company limited, the registration must be processed according to the following:
1. Must have at least 3 persons signing together in order to prepare Memorandum and then register. Upon receiving the amount of shares, the director must register as the company within 3 months from the date of company’s meeting to establish the company.
The promoters must have the following qualifications :
(1) Be ordinary person, not juristic person
(2) Be 12 years old or above
(3) Must reserve to buy at least 1 share
Information used to register the Memorandum
(1) Company’s name (the same as the name reserved)
(2) Location of head office (located at which province)
(3) Objective of the company
(4) Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
(5) Name, address, age, occupation and number of shares that persons who start up the company reserve to buy the shares)
(6) Name, address, age of 2 witnesses
2. When the Memorandum has been registered, shall perform the following:
(1). Every promoter can manage to reserve and buy all the shares
(2). When all the shares are reserved, the promoters must not delay to hold a general meeting of subscribers which shall be called the statutory meeting.
3. Meeting agenda.
(1) The adoption of the regulations of the company, if any.
(2) The ratification of any contracts entered into and any expenses incurred by the promoters in promoting the company.
(3) The fixing of the amount, if any, to be paid to the promoters.
(4) The fixing of the number of preference shares, if any, to be issued, and the nature and extent of the preferential rights accruing to them.
(5) The fixing of the number of ordinary shares or preference shares to be allotted as fully or partly paid-up otherwise than in money, if any, and the amount up to which they shall be considered as paid-up.
The description of the services or property in return for which such ordinary shares or preferred shares shall be allotted as paid-up shall be expressly laid down before the meeting
(6) The appointment of the first directors and auditors and the fixing of their respective powers.
No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total number of subscribers entitled to vote, and representing at least one half of the total number of shares to such subscribers.
4. The promoters shall turn over the business to the directors.
5. The directors shall request the promoters and subscribers to pay forth with upon each share payable in money such amount, not less than twenty-five percent of the share's value.
6. When the collection of share’s price is complete, the authorized director shall prepare the request for the registration of company’s establishment and submit to the registrar.
Regarding the submission for registration, the authorized director shall sign the name on the request and must submit to register within 3 months from the date of company statutory meeting. If not registered within the specified period, the company statutory meeting shall be void and if would like to register to establish the company, shall arrange the meeting for persons who reserve to buy the shares again.
3. Regarding the company establishment, if can perform every step as follows within the same day that the promoters prepare the Memorandum, and the director can request to register the Memorandum and register the company within the same day.
(1) Shall have the persons reserve to buy all the shares that the company can be registered.
(2) Arrange the meeting to establish the company to consider various affairs according to the Civil and Commercial Code, section 1108, and all the persons who start up the company and all the persons who reserve to buy the shares shall attend the meeting, and all of them shall agree in the affairs in the meeting.
(3) Persons who start up the company assign all the affairs to the director.
(4) The director call the person who reserves to buy the shares to pay the shares according to the Civil and Commercial Code, section 1110, section 2 and such share’s price has already been paid.
The registration for a company limited shall be divided into 2 steps as follows:
1. Registering the Memorandum.
2. Registering the establishment of a company limited
Tax ID Number Registration
Businesses liable for income tax must obtain a tax I.D. card and number for the company from the Revenue Department within 60 days of incorporation or start of operations. For more information please visit our website at: http://www.panwagroup.com/taxid.htm
Business operators earning more than 1,800,000 Baht per annum must register for VAT with in 30 days of the date they reach 1,800,000 Baht in sales. For more information please visit our website at: http://www.panwagroup.com/vatregistration.htm
2. For the new rules and regulations in registration of a new company in Thailand, please notice that:
a, A private company, mostly the foreigner or foreign company can hold maximum 49% and the other 51% will be held by Thai, to follow this regulation you can find some Thai people to be nominee. However foreigner or foreigne company can hold more than 50% up to 100% to be majority shareholder by 3 channels, please contact us for more information.
b. In case that a foreigner shareholder holds more than 30% of company shares, the Government will require all Thai shareholders to declare their bank statement of the respected amount. In case could not present bank statement, we will avoid this regulation by registration with 2 steps; Please contact for its solution.
Q & A
Q1: Are we allowed to transfer from Thai Majority company to Foreign Majority company?
However, foreigner or foreign company can hold more than 50% up to 100% to be majority shareholder by 3 channels,
Channel 1, To apply for Foreign Business License, but please be informed that government will allow you to hold share only some business under annex 2 and 3 of Foreign Business Act (annex 2 allow to hold share maximum 75% and for annex 3 can hold 100%); for carrying out business in Thailand, your company must obtain its license first this step takes time approximately 2 months for the approval from submission of the application. For more information please visit and learn knowledge in our website at: http://www.panwagroup.com/foreignbusinessact.htm
Channel 2; Under BOI Privilege, The Board of Investment has the authority to grant the privileges to own 100% share by foreign company or foreigner depending on the conditions of the investment.
|Q2: What is the minimum investment capital requirement?
Panwa: Case of ordinary company in Thailand not require for minimum capital, it only requires a par value at least Baht 5 per share and at least 3 shares minimum, but its investment should have concern on other objectives also such as;
- Work permit for foreigner, required capital each 1 work permit application must invest capital of Baht 2 million.
- BOI, need to study on the right and privilege by below link of this email.
|Q3: What is the rule & regulation apply in-order to be 100% foreign ownership?
Panwa: Please visit www.panwagroup.com/foreignbusinessact.htm for the guidelines of owning 100% by foreigner, for the annex1 do not allow and for the annex 2 and annex 3 allow to apply that it takes time around 2 months to get approval.
|Q4: What will be the minimum capital requirement to reg. Thai Majority Company?
Panwa: Answer as no. 2 above.
|Q5: How long is the procedure of reg. the company?
Panwa: Normally within 1 week, except of set up by Thai Majority ownership and its Thai Shareholder cannot present their investment ( Bank Statement for its capital).
|Q6: How many nominee shareholder is required, min & max?
Panwa: For setting up company in Thailand, required shareholder is at least 3 persons case of need the nominee of Thai Majority Shareholder, it’s required to have at least 1 person.
|Q7: What will be the complication when we want to transfer to Foreign Majority company?
Panwa: If you want to set up by Foreign Majority Company and get the privileges from the BOI, we advise you 2 options below:
a>. to apply BOI first after you get the letter form the BOI Department (notification letter received), you shall start setting up company that means the company can be owned by foreigner or foreign company 100%. Anyway you can learn the Policies and Criteria and The Rights and Privileges from BOI as our knowledge website below link:
b>. to set up by foreigner hold the shares 100% after that apply to get the license from the government (under Foreign Business Act.) for carry on business in Thailand take time around 2 months or more, anyway you should study guidelines as attachment for the kind of business that allowed on only annex 2 and annex 3.
|Q8: Can I suggest the 2 director which authorized to sign for & On behalf of Directors in the Financial Report or bank ect..
Panwa: Depend on case such as; for signing on the financial statement must be signed by authorized director only (can’t give authorization to other), for bank you can authorize other anyway bank will request Minutes of Directors Meeting and inside must declare its scope of signing and range of amount.
*** Authorized director(s) = can be only one or more depend on the registration document or Affidavit, normally these authorized director(s) must sign on the formal document such as financial statement, anyway for some kind of document may give authorization letter to another person such as application for tax ID Card or engage someone in Minutes of Directors Meeting to do on behalf of them such as contact to bank.
Q9: Can the foreign comapny hold some share? If so, what its requirement.
|Q10: What does the proper form for setting up our business in Thailand.
Panwa: The proper kind of forming or setting up business in Thailand, for your case, you are able to choose many kind of formation such as a private company limited, limited partnership, branch of foreign company(case of have company in oversea). Anyway we would like to recommend you to choose the kind of a private company limited because it is the most chosen form of setting up company by foreigner or foreign company and it is flexible on incentive of corporate income tax (if capital is not over than Baht 5 million).
Q11: Can we deal with all formalities basing on our letter of authorization (we would like to deal remotely with as many formalities as possible, in order to save time spent in Bangkok)
Q12: We are Singaporean Company base in Singapore we want to set up company in Thailand without office and staff there, can do? If can’t how we solve this?
Q13: In Malaysia, we (a limited company) must have a minimum of one Company Secretary, according to Companies Act, 1965, in Thailand has similar regulation like this for company limited to comply or not?
|Q14: What type of business which alien are not allow to carry on in Thailand.
Panwa: All of 3 annex as enclosed Alien(Foreign) Business Act.1999 are not allow alien to carry on business in Thailand or can’t hold the share less than 50% except
- for annex 2 alien can hold share up to 60% if obtain license approved by Department of Business Development and can hold share up to 75% if obtain license approved by Minister and
- for annex 3 alien can hold the share over 50% up to 100% when obtain license from Department of Business Development, refer to Sector 15 of Alien Business Act.1999.
*** For more information of Alien (Foreign) Business Act.1999 and its annexs, please visit our website at: http://www.panwagroup.com/foreignbusinessact.htm
|Q15: How many Directors required in the company? Can foreigner become a Director?
Panwa: No required number of directors, at least 1 can and this can be a foreigner director.
|Q16: What are Government expected tax amount of dormant company I have to take in consideration for one year?
Panwa: Taxation of dormant company base on kind of related tax below;
a. Corporate income tax (CIT), imposed base on “net profit” below is tax rate for year 2009(2010 may be change);
Normally, net profit will be calculated by = Income – Expenditure, for this should concentrate on kind of income as below situation:
Example; Case study:
(4%10,000,000 – 20,000 = Net profit = 380,000 Baht,
Remark; We advise you avoid a huge of tax amount by 2 ways below:
b. Half year tax, except for the first year, for the second year and onward will be paid at least 50% of CIT, and can use its tax as credit amount for CIT’s calculation at ending period.
c. Monthly withholding tax, will withhold and be paid within 7th day of the following month. Normally, dormant company no business activity will no withholding tax amount.
d. VAT, there are no requirement for registration of dormant company because of income still not exceeding Baht 1.8 million. VAT registration can be done later when start the business activity.
e. **Special Business Tax (SBT), base on “Interest Income” from “Loan to director” by applicable tax rate is 3.3% per annum.
Q16: I have my other questions answered already from your website, all i want to know now is if i setup in bangkok, can i operate in phuket?
|Q17: Is the company registration provincevise or city vise or all over thailand can be used?
Panwa: When you register your company name, this will be registered in the whole of Thailand and thus can be used in any province such as Phuket. No other company can make use of that name in thailand.
|Q18: Currently we do not have office in Thailand, we wish to put the registered address under your company address.
Panwa: Yes, our office can provide the address for registration company our fee is Baht 12,000 per year.
Anyway we can provide you with additional services such as secretarial service. Please reach our scope and fee in our website at: http://www.panwagroup.com/price-option.htm
|Q19: I would like to secure my interests in the company so as any decisions that are made by both myself and my wife, not just my wife.
Panwa: you can mention on the incorporated document that the authorized signatory will be yours as well as your wife’s signature together.
Q20; the requirements for incorporation.
Q21: How often does the foreign business license has to be renewed?
Q22: When is the minimum capital requirement needed to be deposit to the company?
Q23: We wish to invest in Thailand in the ……… industry. However we wish to own the majority stake in the Company. Our activity of business doesn't fall under any of the 3 restricted categories as mentioned in Foreign business act. Please clarify if we can register a simple limited company and own majority stake in it or we need to seek prior approval from any other department
|Q24: I would like to know about the rules and percentage of tax which I have to pay for salary of my staff and the expenses of company and profit;
Panwa: it’s different for company and individual (staff) tax rate as below:
Tax Rate for company
Generally, the rate of income tax for juristic companies and partnerships is 30% of net profits.
Reduced rates at the progressive rates of 15% to 25% are granted to small and medium-sized enterprises (SMEs), and reduced rates at the flat rates of 20% or 25% are granted to companies listed on the Stock Exchange of Thailand, and companies listed on the Market for Alternative Investment (MAI).
**SMEs is not over Baht 5 million capital.
Tax Rates for Personal (Individual)
Taxable income (net assessable income) is arrived at after all expenses and allowances have been deducted from the assessable income. Taxable income shall be subject to tax at progressive rates ranging from 5% to 37%, with an exemption on the first Baht 100,000 of net assessable income, as follows:
For individuals with a gross income, excluding income under Section 40 (1) of the Revenue Code (employment income), amounting to Baht 60,000 or more, the income tax payable shall not be less than 0.5% of said gross income.
|Q25: How do you serve after the company has completed registration, I prefer to consider in package of services.
Panwa: Panwa has ability to serve clients many kind of services covering Accounting, Tax, Social Security, Auditing, payroll and etc ( company documents search, translation, ...) see below for some information:
Accounting, Tax and Social Security services
For your case which business has just started operating, no need to install accounting software and no need to hire in-house accounting service with below reasons;
So we would like to propose you our scope of service below covering all you request. We can provide you accounting, social security and tax services by step below;
Our fee for small and medium size, depend on case below;
Scope of service: Depend on client request
For size 10 staffs, Service fee is Baht 8,000 per month.
Q26: Do you provide company registration service under Treaty of Amity? If so, please let me know the cost and timetable.
|Q27: How is different between Limited Partnership and Company Limited?
Panwa: You can see the comparison at our website: http://www.panwagroup.com/limitedpartnership_companylimited.htm
Hi there Visitors and Prospected Clients,
First of all, your visit on our website especially this page “setting up company in Thailand” is very much appreciated. We do hope our information will be satisfied to you and will solve all of your queries; we try to summarized related knowledge, procedures, find the easy way and also the resolution to attain the completion of setting up company of yours here in Thailand.
Many times when I heard that “it’s very difficult to set up business in Thailand”, you know what I want to say, “it’s not difficult, you see Carrefour and Tesco Lotus can carry on business in Thailand and they have many branches across the country nevertheless they make a huge profit every year”. Actually you should meet the expert advisor who has long experience to help you to give advise to you not only on the setting up of company but also on the tax structure, regulations related to your business and also accounting system and financial control, that’s why I can say it’s not difficult when we compare with opportunity on the profitable on your business.
Before becoming to this webpage, as I am auditor and advisor, I’ve got a lot of queries and met many affected results from the misusage of incorporation law and in-conversant foreigner into Thai Tax Structure and also regulations related to its business, some of them close business and move back to their home country, some met the effects on a huge tax amount and penalty and some still in the judicial process of disputation about ownership of the company and all assets. Whenever I heard these points, my feeling is so bad that’s why I try to summarize this webpage for you who have endeavor to carry on business in Thailand.
As I am auditor who are very conservative in publishing information and try to set framework content for you to clarify on overall structures, some content and information are hardly to disclose and explain on this publication, in case of you have further information or need to know in deep details of any matters related to setting up company in Thailand, you can contact me either via email at email@example.com or phone +66 2 933 6121 (to 2).
For more information, please feel free to contact us:
Phone Nos.: +66 2 933 6121, +66 2 933 6122, +66 2 933 5601
(for call inside Thailand use 0 instead of +66)
Fax: +66 2 933 6120
Please CC: to our alternate email: firstname.lastname@example.org
Package - Dormant Company
Package - Financial Control
Audit under BOI requirement
Negotiation - Tax
Chartered - Registered Accountant
Company Documents Search
Liquidation - Closing company
Company Secretarial Service
Address for company registration
Setting Up Company
Tax ID Registration
Storage Service - Company doc
|Knowledge - Doing Business|
How to do exportation business
How to elect audit provider
IFRS and Thai GAAP
Open Bank Account
American - set up company under Treaty of Amity
Set up Representative office
Set up Reginal Office
Company Documents Search
Choosing location for office
Chartered - Qualified Accountant
NGO intending to operate
NGO Tax Guidance
How to hold AGM
Share Capital and Par Value
Premium of Share
Joint Venture - Tax Structure
Bangkok - Company Registration, Company and Setting up company in Bangkok