How to form a Thai company

The nuts and bolts of starting a Thai company can seem overwhelming, especially knowing that everything must be submitted in Thai. However, Sunbelt Asia Legal Advisors has over 18 years of experience in walking you through the process and knows every detail to get started.

Reservation of Corporate Name
The first thing that must be done is reservation of your corporate name. It cannot be the same or too similar to the name of another company and there are some names that are not allowed. The guidelines of the Commercial Registration Department in the Ministry of Commerce must be observed, Sunbelt Asia Legal Advisors can make sure your chosen name falls within these guidelines. The approved corporate name is valid for 30 days. No extension is allowed.

File a Memorandum of Association
A Memorandum of Association must be filed with the Commercial Registration Department and must include the name of the company that has been successfully reserved, its business objectives, the capital to be registered, the province where the company will be located, and the names of the three shareholders. The capital information must include the number of shares and the value per share. At the time of formation of the company the authorized capital, even though it is only partially paid, must all be issued. Although there are no minimum capital requirements if you do not need a work permit, the DBD wants to see that it is adequate for the business operation to function healthily. If you need a work permit, then you will need 2 million baht in registered capital.

Convene a Statutory Meeting
After the share structure has been decided a statutory meeting needs to be called, where the bylaws and articles of incorporation are approved, the Board of Directors are nominated, and an auditor selected. A minimum of 25% of the value of each subscribed share must be paid by the time of this meeting. The notes from this meeting will need to be submitted for registration, Sunbelt Asia Legal Advisors can make sure that this is done in accordance with the regulations.

Registration
The directors must submit their application to establish the company within three months of the statutory meeting. Make sure you hold your statutory meeting once you are ready to start the application process.

Tax Registration
Businesses liable for income tax will have sixty days after incorporation to apply for a tax identity card and number from the Revenue Department. If the business earns more than 2 million baht a year, then the company must register for VAT (Value Added Tax) within thirty days after they reach that figure in sales.

Accounting requirements
The Thai government requires that companies keep accurate books and follow accounting procedures specified in the Accounts Act, the Civil and Commercial Code and the Revenue Code. While your accounting documents can be in English, they do require a Thai translation to be attached. Section 1206 of the Civil and Commercial Code states, “The directors must cause true accounts to be kept: Of the sums received and expended by the company and of the matters in respect of which each receipt or expenditure takes place. Of the assets and liabilities of the company.”

Taxes
Companies are required to withhold income tax from the salary of all regular employees. VAT registration and payment may be required and must be paid every month. A specific business tax is levied on companies that engage in several categories of businesses that are not subject to VAT and is based on gross receipts, at a variable rate. Corporate income tax is is due twice each fiscal year and a mid-year profit forecast with advance payment is due.

Annual Accounts
A newly-established company must close accounts within 12 months of the date of registration and then closed every 12 months after that. The performance record must be certified by the company auditor, approved by the shareholders, and filed with the Commercial Registration Department at the Ministry of Commerce within five months of the end of the financial year, and with the Revenue Department at the Ministry of Finance within 150 days of the end of the financial year. If a company wishes to change its accounting period it must obtain written approval from the Director General of the Revenue Department.

Accounting Principles
The Institute of Certified Accountants and Auditors of Thailand is the authoritative group promoting the application of generally accepted accounting principles. Any accounting method that a company chooses must be used consistently and may be changed only with approval of the Revenue Department. General accounting principles practiced in the United States can apply in Thailand.

Accounting practices of note
There are several accounting practices that can be used in Thailand including depreciation, the Revenue Code allows for varying depreciation rates according to the nature of the classes of assets such depreciation of assets that may be shorter than their estimated useful lives. A company may use lower rates that approximate the estimated useful lives of the assets but this rate must be used in the income tax return.

It is important to note that contributions to a pension or provident fund are not deductible for tax purposes unless these are actually paid out to the employees. The contributions can also be deductible if the fund is approved as a qualified fund by the Revenue Department and is managed by a licensed fund manager.

Local companies with subsidiaries, either local or foreign, are not required to consolidate their financial statements for tax and other government reporting purposes. The exception are companies listed on the Stock Exchange of Thailand which must submit consolidated financial statements to the Securities and Exchange Commission of Thailand.

The government requires that a statutory reserve of at least five percent of the annual net profits must be held by the company at each distribution of dividends until the reserve reaches at least 10 % of the company’s authorized capital.

Stock dividends are taxable as ordinary dividends and may be declared only if there is an approved increase in authorized capital. The law requires the authorized capital to be subscribed in full by the shareholders.

Auditing of financial statements must be certified by an authorized auditor and submitted to the Revenue Department and (except for joint ventures) to the Commercial Registrar for each accounting year. Auditing standards that conform to international auditing standards are generally recognized and practiced by authorized auditors in Thailand. Sunbelt Asia’s experienced accountants can make sure you remain fully compliant with all laws and reporting requirements. professional, accurate legal assistance at the lowest possible fees.

Summary:
In order to set up a limited company in Thailand, the following procedures should be followed:

• Reservation of your Corporate Name
• File a Memorandum of Association
• Convene a Statutory Meeting
• Submit registration application
• Tax Registration
• Keep accurate books and follow accounting procedures