Company Registration Thailand, Bangkok, Phuket and provinces
To form or establish company in Thailand, Panwa can show you the solution which covering; Provision cost, timeline, procedures, required documents and etc, as below details.
Company Registration – Setting up company in Thailand
Service fee is Baht 17,000
The estimated cost (provision cost) for company registration or formatting with capital not exceeding Baht 5 million:
|Estimated Company Registration Cost||Baht|
|Service fee for company registration||17,000|
|Tax Identification Card – Free of charge||– 0 –|
|Vat registration – Free of charge||8,000|
|Plus Government fee at Department of Business Development||6,500|
The scope is covering for:
- Excluding preparation for Share Certificate, Share Registered Book and Social Security Fund Registration
- When complete all evidence (incorporation document) will be translated to English version but for registration form you can match with our English template form only.
Other related services as below:
- Baht 18,000 per year for usage our address for your company registration
- Baht 3,000 per month for Local Thai director/ Local director service, require minimum of 5 months period.
- Baht 5,000 for opening company bank account but this corporate bank account can be used via “Internet Banking” by using ToKen Device.
- Baht 5,000 for modification of Article of Association for classification of share to be preferred shares and common shares whereas Foreign can hold Preferred Shares in order to have majority voting right.
- Baht 1,500 for share transfer agreement.
- Consultation for being majority shareholder (free of charge).
Timeline and Procedure
Step Procedures 1 Monday – Reservation of company’s name (Currently it takes 2 working days for the approval) so this step must be done before you come Thailand and be informed that ti’s free of charge in this step and can be reserved under your owned individual name. 2 Monday – You can sign the registration form and VAT forms. 3
Tuesday – We proceed to register your company at Department of Business Development and VAT registration also in the same day.
Case of Panwa’s Address usage, we can complete the whole process within 1 day but case of usage of other address, it’s depend on address’s document support.
Thailand company registration: A comprehensive guide
Are you looking to set up a company in Thailand? This is the only company registration guide you’ll ever need.
What do I have to know before I register my private company in Thailand?
Before you start registering company, you’ll need to be aware of these requirements:
- The company name needs to be approved before incorporation which require 1-2 working days.
- You must have minimum of 3 individual shareholders (at least one Thai shareholder) with the share proportion of 51% holds by local shareholder and 49% by foreigner side.
- There is no minimum capital requirement to register a company (you can start with at least Baht 5 per share and 3 shares minimum, which you can start with Baht 15 capital). Moreover, the government fee for capital Baht 15 or higher than Baht 15 has the same government fee.
- You can register a private company starting with a minimum paid-up capital of 25% (which this amount can be increased any time after your company is incorporated) or as fully paid up 100%.
- You need to provide a local, physical address as the registered address of the company. The registered address can be either a residential or commercial address, depend if the owner agrees. We can provide the address for you to register a company which our service fee is Baht 18,000 per year.
- You need to know the different types of withholding tax, filing financial statement and value added tax before you start operating the business.
- There are some specific kinds of business that require business license before registering the company such as restaurants, educational institutes, travel agencies, financial services, import-export industries, recruitment agencies and hotel industry.
- If you expect to generate annual income over Baht 1.8 million, you need to register Value Added Tax (VAT) and the VAT registered companies need to charge this tax (currently 7%) to the clients on the goods and services provided. Once you would like to register for VAT, we can assist for VAT registration at the Revenue Department, however, there will be VAT exemption for specific kinds of business such as sale of agricultural products, sale or import of published materials and books, auditing services, litigation, health service, auditing service, other qualified professional services, educational services and certain form of transportation services.
- The incentive for SME capital not over exceeding Baht 5 million have the tax exemption that 0% for net profit range between 0 – 300,000 Baht, 15% for net profit range between 300,001 – 3,000,000 Baht and 20% for net profit over 3,000,000 Baht.
I am not a Thai resident and I’d like to incorporate a private company in Thailand. What do I need to know?
Apart from the general information mentioned earlier, here are some additional information that non-resident need to consider:
- You must engage a professional firm to register a private company or non-resident individuals or entities can self-register a company.
- You are not required to obtain work permit to incorporate a private limited company if you are operating your company from overseas. You can enter into Thailand with a tourist visa when you need to attend company matters in a short period.
- If you plan to move to Thailand to work and operate your company, you are required to obtain Non-Immigrant type B visa and apply for work permit, which will allow you to work in Thailand.
- All company incorporation and visa and work permit formalities cannot be handled without you having to physically visit to Thailand.
What documents are required to register my private company in Thailand?
To incorporate your company in Thailand, you’ll need to provide the following documents:
- Company name
- Brief description of business activities
- Copy of passport/ID card of director and shareholders with signed
- Copy of passport/ID of every promoter(s) with signed
- Copy of passport/ID card of 2 witness with signed
- Office evidence
- Bank certificate (for Thai shareholder)
If you are engaging the services of a professional service firm, they will typically require these documents from you in order to prepare the necessary paperwork.
- For corporate entity shareholder(s): copy of company affidavit or incorporation document showing the company’s important details, such as registration number, company name, etc.
How do I register my company – and how long does it take to do so?
To register a company, you’ll need to go through three distinct steps:
- Name reservation
Generally, new company names are approved or rejected within 1-2 days. The exception to this if the proposed name has certain words (such as leasing, recruitment agency, etc. ) that might require more review and approval of a corresponding external government authority – in this case, the name approval may not be approved or you might be requested to change it to another name.
To get your proposed company name approved quickly, make sure that the name:
- is not contrary to state policy or public order or good moral of the people
- the pronunciation in Thai name and English name must be identical
- Thai spelling or name must be corrected
Remark: Company name can be used for 30 days and you have to extend again in order to use.
- Preparation of documents and signing
- Register company
Once the name has been approved and duly signed incorporation paperwork is in place, company registration can be completed in 1 working day. In some rare cases, authorities might request for additional information from shareholders or directors of certain nationalities.
How will I know when my company has been incorporated?
When you have registered for your company and upon its approval, you will be able to get all incorporation documents on that same day, however, in case of apply article of association, the officer will check more and approval might be extended on the next day (depend case by case with the officer). Once we received the incorporation documents, we will translate into English version within 1 day, scan and send back to you by following day.
The government fee of 6,500 Baht is fixed for unlimited registered capital amount. Hard copy of certificates you will receive are as follow:
- Certificate of company registration
- Company affidavit
- Shareholder list
- Memorandum of association
- Minute of statutory meeting
- Information on registration of formation
- VAT certificate (PP.20) (if in case you register VAT)
Some of the other item that you will almost certainly need upon company registration includes:
- A rubber stamp for the company
**Tax ID number is company registration number.
What do I need to do after successfully registering my company?
After successfully registering your company, you can open a corporate bank account in any of the bank in Thailand such as Bangkok bank, Kasikorn bank, Siam Commercial Bank, etc. , however most local banks in Thailand require work permit of the director(s) to open the account, so you must check with the bank branch first and discuss with the officer if they would allow your company to open.
In order to open corporate bank account, the director will be required to be present at the bank for signing documents.
If you are looking to start a business in Thailand, we have mentioned the guidelines above that may help you prepare for the necessary requirements.
Announcement for Company Registration in Thailand
Combining Procedures of Incorporation with Social Security Registration
In order to reduce the number of procedures time and to offer more convenient services, Department of Business Development (DBD) together with Social Security Office (SSO) has launched a single-service platform by combining the incorporation process with Social Security registration. Therefore, entrepreneurs who incorporate registered ordinary partnership, limited partnership and company limited with DBD and the Office of Commercial Affairs will be automatically registered as an employer; besides, should the first hiring occur, they will be required to register their employee(s) as an insurer with SSO within 30 days by using the 13 digits of company registration number obtaining form DBD.
In this regard, the said service will be available nationwide on Oct 16, 2019 onwards.
Expenses or cost occurred before incorporation date
Under the Revenue Code, all expenses must be related to company while existing and must be under the company name, if not so you are unable to use as tax deductible expenses. But for the expenses or cost before incorporation date (or company registration), you can collect all kind of bills which are related to this setting up (company) even tough under your own name/ personal name or under promoter name and can be reimbursed from the capital fund (registered capital) and these amount can use as tax deductible expenses but inside the registration form must declare the budget for all too.
Greeting from Author
Prasert Poothong (Mr.PP)
CPA and Director
WhatsApp: +66 81 919 6225
Office Tel: +66 2933 9000
Why a lot of investors are interested our services:
- 3 working days completion.
- Serve for all provinces over Thailand
- Only Passport, other required can be solved by us.
- Without working permit and visa, easier to start company.
- Let us know more about you and your needed.
*** Call WhatsApp; Mr.PP at +66 81 919 6225
Hi there Visitors and Prospected Clients,
Many times when I heard that “it’s very difficult to set up business in Thailand”, you know what I want to say ….
Meeting with Mr. PP
(free of charge)
10 topics and 9 points should be discussed when you visit. (read more – Q&A no.18)
I know you need for:
- a quick start company with reasonable price.
- corporate bank account
- required license for business
- provider who know not only registration but also taxation, accounting and financial system.
No need to prove the investment fund.
- English speaking provider
+66 2933 9000
+66 81 919 6225 (Mr. PP)
without working permit
- can carry on business in Thailand
- can open company bank account
- can get import-export license and other.
Without Capital Fund;
- no need to prove the investment fund by our support.
- no need to increase capital or change director to avoid fund proving.
+66 2933 9000
+66 81 919 6225 (Mr. PP)
ready-made company for sale in Thailand
- you can start business within a day
- just only passport
- no liability and ready to transfer to you.
- these companies were took care since start up and no transaction during the past 3 years
Further information: click here.
Address for company registration, Bangkok and Phuket
- We do provide our address not only for company registration but also correspondence for coming of mail, phone call and etc,
Further information: click here.
Corporate Banking Account
- within a day or the day after of company registration, you can get company’s bank account.
- without working permit of director, you also can get company bank account with internet banking including TOKEN device to mange from else where.
- Thai Currency and multi-currency are available for your company bank account.
We serve all around the country
You can sign at your province and the registration will be finished within the same day.
You can trust our professional service with more than 18 years and have traveled to more than 45 provinces and in Bangkok.
Types of Business Organization
- Limited Company
- Joint Venture
- Other forms of Corporate Presence
- Reginal Operation Headquarters (ROH)
- Reginal Trade and Investment Support Office
- Representative Office
- Branch of Foreign Business Entity
Taxation in Thailand
- Corporate Income Tax (CIT)
- Value Added Tax (VAT)
- Specific Business Tax (SBT)
- Remittance Tax
- Personal Income Tax (PIT)
- Treaties to Avoid Double Taxation
- Petroleum Income Tax
- Stamp Tax
- Excise Tax
- Property Tax
- Tax Court
- Tax Clearance Certificate
- Other Tax Reforms
Electronic Data Interchange (EDI)
Frees Trade Zone, Warehouses
Categorization of customs brokers
Goods exempt from duty payment
Import and Export Regulation
Industrial Licensing and Regulations
- The Factory Act
- Factory Licenses
- Factory Operations
- Factory Expension
- Other Provisions
Foreign Business Act (FBA)
Foreign Business License (FBL)
Visa and Immigration Law
International Banking Facilities
Stock Exchange of Thailand
Labor and Employee
- Labor Regulation
- Labor Protection
- Workmen’s compensation
- Minimum daily wages
- Legal Implications of Labor Management
- Employee records
Company Registration Answer and Question
Q1 – What is a Limited Company?
Panwa: More than 3 ordinary/individual persons (promoters) are joined together to form a company by dividing capital into shares with equal amount – starting from not less than 5 Baht per share and has the objective of operating a business, which aims to generate profit and use that profit to share within shareholders and through which all shareholders are liable for limited liabilities of the limited company to the amount unpaid on the shares respectively held by them.
Q2 – Specifying the company address in the company registration; is it necessary that the company must be the owner of the place or not?
Panwa: Under the law, it does not state that the company must be the owner of that place, therefore, the company can obtain the office by renting or receiving consent from the place’s owner.
Q3 – For changing the director and board of director, can we object when the shareholders would like to submit the objection letter to the registrar?
Panwa: When the shareholders’ meeting approve the change of director and the board of directors is called and held, including the right to vote under the Civil and Commercial code and the company’s regulations, filing the request application and the required documents are completed in accordance with the regulations of the partnership registry office although submitting the objection letter for registration of changing, such objection may not be deemed for consideration. During the consideration process if there is no notice letter sent to the registrar that the court temporarily doesn’t allow for registration of changing or any similar orders, then, the registrar can proceed to register for the changing process.
Q4 – How to change the English name of the company?
Panwa: Changing the English name of the company which is written in the memorandum of association Clause 1. A special resolution is not required to amend the memorandum of association because the foreign language name is not considered as a registered name, however, if the company intends that changed name to be effective in public, this can be done by making a letter to the registrar regarding the change of the English name of the company or register other items which is deemed to be appropriate for the public.
Q5 – What is the minimum capital requirement for the company?
Panwa: Under the law of registration, the company share must have a minimum value at 5 Baht and a minimum of 3 shareholders are required to form a company, therefore, the minimum capital of the company is 15 Baht.
Q6 – The Company is registered in Bangkok, but can we do business in Chiang Mai? What about doing business in many other provinces?
Panwa: This question is quite broad; first, please explain us the scope of your business briefly and follow the situations stated below:
Q7 – The Company has a Singaporean managing director and shareholders as a Singaporean who doesn’t come to work in Thailand, but hires staff in Thailand to coordinate and contact with the client, so, all documents must be signed by the director or can authorize someone to sign?
Panwa: The documents will be separated as business documents related with partners and official documents.
Q8 – My husband has a registered company in Ratchada and I have a freelance job for translation as an ordinary person, however, some of my customers who come to employ under a regular job want me to issue invoice under a company name, so I would like to know if I can use my husband’s company name and issue receipt under his company?
Panwa: Yes, you can, but you should pay attention to the following facts as well
When your husband company receives the income from your customer instead of you, the company should also have the expenses such as providing the translation cost to you and issue withholding tax correctly. Moreover, the company should recognize the proper proportion of the profit in order to avoid the problem of doing business without any profit.
Q9 – I need to set up a company (registered company) because the client required me, however, I am not sure how long the business can run so, I would like to know the step of closing company if that is complicated? How much it will cost and how should I plan?
Panwa: It is hard to inform for this case. Usually, we recommend not setting up if you are not sure, you could receive the job first by borrowing another company’s name, but if you said, it is “necessary”, so we will recommend like this: you can register the company and if the income is not much and less than 1.8 million Baht annually, we recommend not to register the VAT. Then, you inform your client that you don’t register for VAT, but you can completely issue the official receipt. During the period that you don’t have much income, you should not have unrelated expenses to avoid high tax payment and accounting transactions in a year so that the preparing of financial statement and auditing fees will not be high. In case you don’t have any income in a year, you can prepare financial statement and auditing as a dormant company so that the service fee is only 15,000 Baht per year.
Moreover, if closing company as a dormant company, the service fee will be only 35,000 Baht.
For more services for dormant company, please visit http://www.panwagroup.com/dormantcompany.htm
For more information for closing company (we don’t like to openly discuss about closing company here) please visit; http://www.panwagroup.com/closingcompany.htm
If you need help from us, please contact 081-919-6225
Q10 – My friend would like me to register the company in order to register the domain as “co.th” in Thailand, what kind of registration should I do? He didn’t come into Thailand to do business, but he has some income not over million Baht or no transaction in Thailand. For this case, how to register a company in Thailand?
Panwa: For this case, first, we would like to explain about the required documents for registering domain name “.co.th”. The required documents are company’s affidavit, certificate of company registration or certificate of VAT registration (which means that without VAT registration, only certificate of trade registration is acceptable) and the domain name must be:
Therefore, your foreigner friend should register a company limited/limited partnership in order to receive the documents as required by the domain registrar. We recommend that to register for only company limited / limited partnership (no VAT registration) to avoid the complicated matter for submitting VAT and being checked by the Revenue Department. This kind of company will not have high cost for preparing accounting, yearly tax and financial statement. We recommend that it will be better not to have any income in Thailand so that it will be dormant company and the total cost for accounting, tax and auditing together with submitting to the government agencies is in amount of 7,500 Baht per year. Please see more information at http://www.panwagroup.com/dormantcompany.htm
Q11 – I am going to open a new company to await and present the work to client. Can you recommend me how to register the company and how to have a minimum cost for maintaining the company?
Panwa: If it is necessary to open a company, you have to consider the facts as follow;
The facts stated above will help you start your business easily and save the cost.
Q12 – Clients are foreigner and would like to set up an e-commerce business in Thailand, can you tell me how to register for this and I have known that it is promoted by BOI.
Panwa: BOI has promoted e-commerce due to the declaration of Board of Investment No.2/2557, category 5.8 which the benefit is not related to tax, but the benefit of holding 100% shares by foreigners and allows bringing the expert to work for that promoted field.
In fact, you can apply for BOI under foreigner name for the initial step. Once the project is approved, you can continue to open company and get promoted from BOI, then can continue for applying Foreign Business License at Ministry of Commerce.
However, applying for investment promotion has also some weakness which is not suitable for small size business (small company) that is very difficult to apply for the investment promotion, applying license under the alien business act, including time and cost of registering for promotion. Therefore, we suggest you to register an ordinary company, Thai : Foreigner (51:49), which it is easy to do business and the registration fee is also lower (registration fee: 3,500 Baht and faster (3 working days) . Once the company has larger customer base, then you can apply for that investment promotion.
Q13 – Can my condominium's address be used for registering company?
Panwa: The condominium can be used for registering company, but can’t be used for VAT registration. Therefore, you have to take into consideration if your company may need to register VAT or not. Basically, the company have to register for VAT when it falls into one of the condition as below;
Please note that even without VAT registration, you can operate business officially because you can issue the completed receipt under Section 105 bis.
Q14 – A foreigner would like to do business in Thailand, which they have the parent company as their single client and would like to submit tax in Thailand. We would like to own 100% by foreigner, we don’t want the Thai nominee shareholder 51%. How should I register?
Panwa: The question is too broad, but there are many points to consider, such as having the parent company as a single client of the Thai company and would like to know the business transaction in Thailands, so we can conclude that:
Based on the assumption, we recommend to register as company limited with foreign majority or 100% owned by foreigner, however, you have to apply for foreign business license according to alien business act B.E 2452 which you may need to review details for further information that these falls under which section and can 100% foreign owned or not. Nevertheless, we will provide the details as below:
Actually, the foreign companies can do many types of business in Thailand depending on its readiness, type of business and size of business.
Q15 - Do the registered capital affect to company's tax payment?
Panwa: Yes, the registered capital affect to 2 kinds of company's tax (corporate income tax and special business tax) so to reduce the tax payment you may start with minimal capital and do partially paid up at the beginning and later when company is ready to run business or need to prove the proper capital you also can increase capital too. You can learn the tax rate as below:
Q16 - Is possible to put my son who has 14 years old to be a director and shareholder of this Thai company?
Panwa: Your son who has 14 years old can be only shareholder due to the minimum age of shareholder is 12 years old but he is unable to be director due to the minimum age is 20 years old by law.
Q17 - Can I set up the share class for my new company
Panwa: Yes, under Thai law, shares are divided into two types; common shares or ordinary shares and preferred shares or preference shares. Both ordinary and preference shares have the rights and owe duties to the company under the Civil and Commercial Code, however, their rights are different significantly. (Further inform click here)
Q18 - As I have planed to meet youwhen I am in Thailand, could you give me rough ideas of what I should discuss or should I know in advance the matters before use your services?
Panwa: Of course, I myself (Mr.Prasert Poothong) will be the person in charge to answer all your questions you have, and also I can let you know 10 topics and 9 points in advance as below that shall be discussed:
Points should be discussed:
And you should reserve your time around 1 hr for this meeting.
Q19: Need your advise on how much Registered Capital for my new Thai company? For example, is it ok for USD100K equivalent to 3 million baht? Just to double confirm that we don't need to physical transfer the funds to Thailand, correct?
Panwa: Yes, you can start with that amount (Baht 3 million equal to USD 100,000), by law the registered capital can be start from Baht 15 ( 3 shares with Baht 5 each).
But for this amount equal to Baht 3,000,000 million but case of you can't bring the fund to Thailand or don't spend into business or can't deposit into company's bank account this amount will be recognized as "Loan to director" and then end of the period (financial year) this amount will be calculated and recognized interest income (3% per annum) which will pay SBT (special business Tax) tax at rate of 3.3% of interest income or Baht 990 for each Baht 1 million capital (case of interest income be calculated at 3% per annum) so your case may need to pay SBT at approx Baht 2,970 per year.
So my recommendation is you should keep the registered only Baht 1 million or Baht 2 million. Of course the current interest rate is lower, it's may 1.5% - 2% now but our office still recommend to calculate at 3% to prevent any be negotiated by tax officer, since most of our customer is foreigner.
Q20: For the information of the promoter together with the shareholder, will your company be the promoter? What does Promoter means on this context?
PANWA: The promoter is the person (individual) who wants to establish the company, but cannot be juristic person or the company which can be the same as the shareholders and also can be the director, which if you will use our Thai shareholder we also can be the promoter too, but only 2 persons, so you have to provide other 1 person, due to the minimum required are 3 persons.
Q21: Financial period or Accounting period- does it start when the company in is incorporated and when is the ending due to my company in India has financial year at end of March?
PANWA: If the company's article was not mentioned the ending period so you can end of any date to be ending period but we recommend you to close the account at end of the month, anyway please be informed that most of Thai company prefer to choose end of December and we also recommend you to choose end of December too due to it's follow tax season here in Thailand.
Q22: The company will need to have a Registered Capital of 2,000,000baht. Do you recommend keeping it at this limit or reduce it to 1,000,000baht until 2021 when we will be submitting for visa for the Expat owner?
Panwa: Better to have registered capital at Baht 2 million at beginning and hold until you start to apply working permit for the owner due to the cost of increasing capital start at Baht 10,000 plus government fee so if you hold Baht 2 million for 1 year you have to pay more for special business tax (SBT) based on unpaid of this capital each Baht 1 million have to pay tax SBT approx Baht 450 per year (case of the company deposit capital fund into the bank or spend into business there is no SBT tax).
Q23: Please also provide your expertise on VAT. Registration whether it should be done now or at the time of submitting for visa.
Panwa: Of course, this is the main point of your company. It's better to register when you start to apply working permit or before around 4 month in advance because of if you register VAT now you have to file the tax return every month and also the tax authority will send officer to check or surprise visit at your place without notice in advance.
Q24: it's just for the visa and working permit purpose, is possible that I can use my 2 Thai shareholders to be the employees in order to full fill the requirement of working permit application.
Panwa: "whether the shareholders be also company's employee". I tried to check with the law but did not found any prohibition regarding this matter. Even tough there is no any rule or law on this but for general common understanding, you need to have some good explanation why the majority shareholder(s) are working under director who must actually be appointed by the shareholder.
Q25: Can the authorities ask Director to show the money one day ?
Panwa: If it is related to Loan to Director, the tax officer will request to show the agreement of loan only. However, When we will serve you as accountant this capital fund will be recognize as "Loan to Director" and end of the period the interest from this loan will be recorded in account at the reate of 1.5% per annum and the special business tax (SBT) approx of Baht 450 per year for each baht million capital fund.
Q26: Do we need to pay SBT every year?
Panwa: Depend on the year, when the interest income will be paid the SPT must pe paid within the follow month too, but from our experience your accountant shold do every year to prevent any question from the Tax Authority.
Eligible for vat registration
Eligible Business Person who can register and become VAT registered are consisted of:
1. Business person who have generate income exceeding Baht 1,800,000 a year.
2. Business person who have plan or business plan for trading or services business are subject to value added tax and will use benefit of VAT
3. Exporter who willing to register as VAT.
“Business person” means a person selling goods or providing services in the course of his business or profession, and whether or not such actions are for any benefit or a consideration, and whether or not he is a VAT registrant;