What is A Thai Limited Company?

A Limited Company, particularly a Private Thai Limited Company, is the most popular form of business structures in Thailand. Its key features are:

• The liability of the shareholders are limited to any amount left unpaid on their shares.
• There is a separation between owners and management.

Section 1096 of the Thai CCC (Civil and Commercial Code) has provided that "A limited company is that kind of which is formed with a capital divided into equal shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them."

The incorporation of a Private Limited Company requires:

• A minimum of three promoters
• At least one director
• An auditor
• A memorandum of association
• A statutory meeting
• Registration of the incorporation papers

They must also follow accounting procedures specified in the Civil and Commercial code, the Revenue Code and the Accounts Act. A balance sheet must be prepared once a year and filed with the Department of Revenue and Commercial Registration. In addition, companies are required to withhold income tax from the salary of all regular employees.

Brief Procedures to Register a Thai Limited Company

• Reserve Your Proposed Company Name

The Thai limited company name reservation must follow the guidelines of the Business Development Office in the Ministry of Commerce amongst other guidelines.

• File a Memorandum of Association

The Memorandum of Association of the Thai limited company must to be filed with the relevant Thai authorities.

• Convene a Statutory Meeting

The Thai limited company must convene a statutory meeting to make all the appointments.

• Company Registration

To establish the Thai limited company it has to be registered with the Thai government.

• VAT or SBT Registration

Depending on its business activities, a Limited Company may have to register for the Value Added Tax or Specific Business Tax