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Corporate Registration Procedures

Limited Company

Before registering a limited company, the chosen corporate name must first be registered and approved by the Department of Business Development (DBD). A memorandum of Association is then filed which contains the approved name of the company, its business address, its objectives, personal details about the promoters, capital and the shares subscribed by each.

The next step is to hold a statutory meeting of shareholders during which the Articles of Incorporation are approved, the board of directors is elected and the auditor appointed. The director(s) may then register the company with the Commercial Registrar. Note that the a director does not necessarily have to be a shareholder.

Documents required: (signed) copies of passports of shareholders and director(s). For juristic entities a copy of the commercial registration certificate or itslocal equivalent.

Branch Representative of Regional Office

Foreign corporations wishing to do business in Thailand through a branch or representative office must submit the following documents, which should be notarized and certified by the local Thai consulate or embassy. These documents must not be more than six months old at the time of submission to theCommercial Registrar. These documents are

 

  • Articles of Incorporation or Memorandum of Association.

  • By - laws or Articles of Association.

  • An affidavit of the manager or corporate officer, stating the following:

    • Name of the corporation, registration number, and date of registration;

    • Address of the registered office;

    • Jurisdiction under which 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, giving him, in addition to the normal powers, the power to register the branch or representative office with the pertinent Thai Government authorities and to act as the manager thereof. The above documents must be submitted to the authorities who, sometimes,may require additional documents, depending on the particular case.

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