Korakot & Associates Law Office
Korakot & Associates Law Office is an international law office, with our qualified Thai and English-speaking attorneys and consultants. We are willing to advice and help you with legal matters in Thailand, such as setting up a company, purchase a condominium and/or land including but not limited to legal translation and notary services.
Thailand is ranked 27th of 190 in the ease of doing business according to the Doing Business Database of the World Bank Group. It can be seen that Thailand provides good regulation and laws when it comes to investing and doing business in Thailand. In 2017/2018, the Ministry of Commerce had simplified registration formalities, such as notarization and application signing from overseas.
1.Thai Limited Company is a commonly registered structure in Thailand, this limited company structure is similar to that of a Limited Liability Company (LLC) structure.
The Limited Company is formed with at least three individual persons (the Promoters) and together with one director or more, which can be of Thai or foreign nationality.
The Promoter’s liability is limited to the total par value of the shares held by them. The Promoter must subscribe at least 1 (one) share.
Required documents for setting up a company in Thailand
- Copy of Promoter’s passport/ID
- Copy of Director’s passport/ID
- Copy of a House Registration of company’s address
- Registered capitalization of at least 2 million THB for foreign businesses operating non-restricted businesses or at least 2 million THB for operating restricted businesses under the Foreign Business Act. Thai-majority owned companies are exempt from such requirement, however, must have at least 2 million THB capitalization if there is a work permit requirement for a foreign worker
How to Set Up A Limited Company
STEP 1: Company Name Reservation
Company name reservation is the initial stage process of setting up a Limited Company in Thailand. Either promoter or director are able to reserve the name online at www.dbd.go.th. The approved name is valid within 30 (thirty) days.
STEP 2: Signing of Incorporation Documents/Statutory Meeting
At this stage, the promoters and directors of the company are to convene for the statutory meeting as required by the Civil and Commercial Code. The signing of the incorporation documents can likewise be done at this stage. In case the promoters and directors are not present in Thailand, the signing can be done overseas. The documents, however, need to be notarized by a Notarial Services Attorney or certified by the Thai Embassy in their country.
STEP 3: Registration with the Department of Business Development (DBD)
The final stage to complete the setting-up of a company in Thailand is done with the registration of the incorporation documents with the Department of Business Development of the Ministry of Commerce. Where the documents are complete and of no-issue, the registration can be done in one (1) day, otherwise, this may be completed in 3-5 days depending on the degree of issue on each case or as required by the DBD officer.
To set-up a company in Thailand, it is best to hire the services of a knowledgeable attorney in order to understand the legal implications relative to doing business in Thailand. Here at Korakot and Associates Law Offices, we are more that available to assist you in your plans of investing into Thailand.
Thailand has been considered as one of the potential markets for investors. It is a common practice amongst investors to conduct a research on their planned investments. Businessmen are found to be very prudent particularly with the security of their businesses and investments. Normally, it is a recommendation to conduct due diligence and company search.
Our experienced attorneys can assist investors to conduct search of their prospective business partners and companies registered in the Kingdom of Thailand through a conduct of a company search.
Company search can be done through searching the database of the Company Registrar at the Department of Business and Development (DBD). It is important however for clients to provide the correct name and details of the company they wished to search. Information which can be extracted are those submitted for registration with the Company Registrar.
Amendment of Company Details
In the course of business operations, companies may need to change its company structure and amend it details to better suit their business needs. Among the most common areas of amendments are the following:
- Change in the company shareholding;
- Increase capitalization;
- Removal and adding of directors.
These amendments can be effected through adherence to the procedural rules as prescribed under the Thai Civil and Commercial Code. Normally, the process will take at least a minimum of three (3) weeks.
It is always recommended to contact an experienced corporate lawyer so that your company can be advised accordingly to its new directions through amending its company details.
Establishing a Representative Office in Thailand
Foreign entities may extend their business operations in the Thailand. One of the very common foreign entities registered under foreign law which has been permitted to operate in the Kingdom of Thailand is a Representative Office.
The Representative Office is established to provide support to the head office and engages in activities such as acquiring information of the source of raw materials market research to report back to the head office, providing advice about the head office’s goods or services or offering news and information about new products or services of the head office.
In order to form a representative office in Thailand, at least one of the following purposes would need to be sought for the purposes of strictly the following “non-trading” activities:
- Sourcing goods or services in Thailand for the head office;
- Checking and controlling the quality and quantity of goods purchased or hired to be manufactured in Thailand by the head office;
- Giving advice concerning goods of the head office sold to agents or consumers;
- Propagation of information concerning new goods and services of the head office;
- Reporting on business trends in Thailand to the office.
A Representative Office requires a minimum capitalization of either 3,000,000 baht/business activity or 25% of its estimated expenses for the first three years, whichever is greater. This capitalization is to be brought/transferred into Thailand pursuant to a predetermined schedule.
Likewise, the Representative Office will be needing an appointed local manager through a Letter of Appointment signed by the Director of the head office. Under the new regulation, the manager of the Representative Office is exempted from the work permit requirement.
Agreement Drafting & Reviewing
Korakot & Associates Law Office, we can offer you drafting & reviewing a variety of agreements under Thai laws to meet the needs of ours clients with our professional lawyers.
- Land Sale and Purchase Agreement
- Shares Sale and Purchase Agreement
- Shareholder Agreement
- Employment Agreement
- Lease Agreement
- Rental Agreement
- Pre-nuptial Agreement
- Divorce Agreement
- Last Will and Testaments
- Power of Attorney
- Services Agreement
It is very important to have a lawyer who can advise and providing you comments before the agreement become enforceable between parties, ensure that the agreement is in accordance with requirements under Thai laws and your needs.