Company registration in Thailand: key steps and requirements

First, the company name must be approved by the Department of Business Development. After the name is approved, the founders (at least two persons) sign the Memorandum of Association in two copies.

The Memorandum must include the following:

The company name (must include “Limited”) and the proposed registered address. The name must be written in Thai; translation or transliteration into European languages is also allowed.
The registered address of the company.
The company’s business objectives.
A statement of limited liability of the shareholders.
The company’s share capital structure (number of shares and par value per share). Shares cannot be issued below their par value. Issuance above par value is allowed if specified in the Memorandum, and the premium must be paid together with the initial payment. Although there is no legally fixed minimum registered capital, it must be sufficient for the company’s operations and should not be less than THB 1 million. The par value per share must not be less than THB 5.
Names, addresses, and occupations of the promoters (founders), and the number of shares held by each (each must hold at least one share).

If foreign individuals or entities are among the founders, or if a foreigner is appointed as a director, the Department of Business Development may verify the financial status of the Thai shareholders. Thai shareholders must provide bank statements and, if requested, information on the source of funds.

After the Memorandum is registered, founders may transfer their shares to third parties; however, shares cannot be offered to the public. After signing the Memorandum and allocating shares, the founders convene a statutory meeting.

At the first shareholders’ meeting, participants adopt the company’s Articles of Association, appoint director(s) and an auditor, and make other organizational decisions.

The company director is responsible for calling up share payments by notifying shareholders to pay for their shares. After at least 25% of the share capital is paid up, the director submits the documents for company registration. If shares are not fully paid, shareholders remain liable for the unpaid portion.