Public Limited Company
A Thai public limited company is where shares are offered for sale to the
public, by way of SET or the Stock Exchange of Thailand. You
need 15 promoters and minimum 100 shareholders.
A company must start as a private company before going public and
the process can be quite involved.
A foreign company can setup a representative office in Thailand
if they provide advice to its head office
regarding the Thailand market or intent to find and
suppliers & services;
provide information for the head office
business movements trends in Thailand or helping Thai
An international company may set up a regional office, which does not need to be registered as a partnership or limited company,
so it can oversee the operations of affiliated companies in the region
by way of consultancy, training and management services manage finances, perform general marketing and sales promotion (although not actual sales) research and
regional office may not earn any income nor may it actually sell or purchase goods (although it may advise its head office regarding these matters). An Alien Business Permit is necessary for running a regional office. A
permit is valid for five years and requires that Bt5 million be remitted during that period with
2 million remitted during the first year. It is important,
Income may be subject to Thai tax as the Revenue Department may consider revenues directly earned by the
foreign head office from sources within Thailand as subject to Thai tax.
The branch is permitted to operate as such for a period of five years.
Is allowed if a foreign company is awarded a contract project in Thailand. A permit is
given for a period of the contract - but cannot exceed five years. Restrictions vary depending on the nature of the contract and whether it is a government or private sector contract.
Branch or representative
office in Thailand:
Foreign companies wishing to do business in Thailand through a branch or representative office must submit the following documents,
notarized and certified by the local Thai consulate or embassy.
The documents should be under 6 months old at the time of submission to the Commercial Registrar.
These documents are:
1/. Articles of Incorporation or Memorandum of Association.
2/. Articles of Association.
3/. An affidavit of the manager, stating: name of the corporation, registration number,
registration; address of registered office;
jurisdiction where the corporation is registered; name, address, nationality, age and race of each director; number of shares held by each; and identification of the
director(s) with the power to bind the corporation; authorized capital stock of the corporation, number of
shares and par value of each, and amount of paid-up capital stock; and total number of shareholders, their nationalities, and number of shares owned or held by each national group. A power of attorney for the manager in Thailand,
gives him power to register the branch or representative office with the
Thai Government authorities. This process can
take 3-4 weeks and the list of documents may be more but
again use a lawyer.
Every business must register with the Revenue Department.
Value Added Tax is also required. Withholding Tax on salaries and services as well as VAT filings must be submitted and settled to the Revenue Department on a monthly basis.Currently corporate tax is at a flat rate of 30% of net profits, tax on dividends is 10% and VAT is at 7%. Personal income tax varies according to income, marital and parental status with a maximum of 37% for annual income exceeding 4 million Baht after deductions and allowances.
ACCOUNTING AND FINANCIAL
Generally, the basic accounting principles practiced in the U.S. are recognized and accepted in Thailand. The Institute of Certified Accountants of Thailand is the authoritative group promoting the
application of generally accepted accounting principles (GAAP). In addition, however, the basic financial statements (balance sheet and income statement) must be audited by a Thai CPA annually.
FOR A COMPANY
Company name application.
Drafting of Memorandum of Association.
Company registration with Commercial Registrar and Ministry of Interior.
Tax ID card application. VAT registration. 2 or 3
Issuance of “Share Transfer Certificates”.
Expenses (telephone, fax, copying, travel )
& AUDIT FEES
Government registration fee ( 5,500 baht per 1 million Baht of
Translation fees ( 400 baht per standard A4 page normal
Annual audit fee, Can vary approx 7500 baht per annum for
small-medium company but varies).
Value Added Tax (Currently 7% but recoverable after activation
of the company).
It must be
understood that forming a company is a lot different than
many other Western countries and the rights of the directors
can be limited as does the rights to possession of such
things a s land, homes etc. With this in mind we always
stress to use the services of a competent Thai lawyer.
However again check the services offered and the costs
including government fees as prices and services vary
considerably. Our company specializes in helping foreigners
and we are well established to offer services with open
policies. Feel free to ask us any questions.
Remember if coming to Thailand for
longer stays then 1 month go to your nearest Thai Consulate in your home
country. Arrival in Thailand you can obtain 30 days eg. USA. It varies
our Thai Law Office & ask us any
questions and compare our fees. We cover Pattaya, Phuket, Chiangmai and Bangkok Specializing in all Law work
visas, work permits, company formation, limited
partnerships, wills, contracts, title deed searches,
conveyancy, leases, house buying, litigation, marriage
services, criminal work, translations English, Thai, German.