Company Limited Registration in Bangkok, Thailand

Company Registration

Company Limited

Company Limited is that kind of company which is formed with a capital divided into equal shares, the liability of the shareholders being limited to the amount unpaid on the shares respectively held by them.

Establishment of Company Limited

  1. Company Limited Registration requires least 3 persons signing together in order to prepare Memorandum and then register. Upon receiving the amount of shares, the director must register as the company within 3 months from the date of company’s meeting to establish the company.

    The promoters must have the following qualifications :

    (1) Be ordinary person, not juristic person
    (2) Be 12 years old or more
    (3) Must reserve to buy at least 1 share

    Information used to register the Memorandum 

    (1) Company’s name (the same as the name reserved)
    (2) Location of head office (located at which province)
    (3) Objective of the company
    (4) Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
    (5) Name, address, age, occupation and number of shares that persons who start up the company reserve to buy the shares)
    (6) Name, address, age of 2 witnesses

  2. When the Memorandum has been registered, shall perform the following :

    (1). Every promoter manage to reserve and buy all shares.
    (2). When all the shares are reserved, the promoters must process without delay hold a general meeting of subscribers which shall be called the statutory meeting.

  3. Meeting agenda

    (1) The adoption of the regulations of the company, if any.
    (2) The ratification of any contracts entered into and any expenses incurred by the promoters in promoting the company.
    (3) The fixing of the amount, if any, to be paid to the promoters.
    (4) The fixing of the number of preference shares, if any, to be issued, and the nature and extent of the preferential rights accruing to them.
    (5) The fixing of the number of ordinary shares or preference shares to be allotted as fully or partly paid-up otherwise than in money, if any, and the amount up to which they shall be considered as paid-up.

  4. The promoters shall hand over the business to directors.

  5. The directors shall call the promoters and subscribers to pay forth with upon each share payable in money such amount, not less than twenty-five percent of the share’s value

  6. When the collection of share’s price is complete, the authorized director shall prepare the request for the registration of company’s establishment and submit to the registrar.
    Regarding the submission for registration, the authorized director shall sign the name on the request and must submit to register within 3 months from the date of company statutory meeting. If not registered within the specified period, the company statutory meeting shall be void and if would like to register to establish the company, shall arrange the meeting for persons who reserve to buy the shares again.

Registration

The company limited registration shall be divided into 2 steps as follows :

  1. Registering the Memorandum.

  2. Registering the company limited establishment

The registration of the modification / change or liquidation of the company limited

In case that the company limited agrees to modify or change any registered transactions or the shareholders would like to liquidate the business, shall request for the registration of the modification / change of such transactions or registration of the company’s liquidation at the company and partnership registration office that the head office of the company is located on. The registration to establish and modify any transactions shall be performed according to the method and criteria specified by the law and the government’s rules. Registered Transaction that the Company has to register to Modify or Change

Criteria of signing the signature on the request for company registration

  1. The signature in the request and the attachments, the person shall sign by him / herself.

  2. The signature in the request, the person shall sign in front of the registrar and demonstrate the ID card to the registrar for verification.

Duties of Company

  1. The company limited must prepare the financial statement once a month in every 12 months and at least one auditor shall audit to propose to the ordinary shareholder’s meeting to approve the financial statement within 4 months from the closing date, and submit the financial statement to the business information service office, department of business development, or any provincial business development office within 1 month from the date of financial statement’s approval although such businesses have not yet been started or have not ceased temporarily; otherwise, they shall have the fine penalty of no more than 50,000 Baht.

  2. The director shall prepare the copy of list of all shareholders’ names that are holding the share at the time of the annual shareholders’ meeting and the list of persons who are not the shareholders from the date of the last shareholders’ meeting and submit to the department of business development or any provincial business development office within 14 days from the date of the meeting; otherwise, they shall have the fine penalty of no more than 10,000 Baht.

  3. Must arrange the annual shareholders’ meeting within 6 months from the juristic person’s registration date, and arrange the next meeting of at least one time for every 12 months; otherwise, they shall have the fine penalty of no more than 20,000 Baht.

  4. Must prepare share certificate to the company’s shareholders; otherwise, they shall have the fine penalty of no more than 10,000 Baht.

  5. Must prepare the book of shareholders’ registration of the company; otherwise, they shall have the fine penalty of no more than 20,000 Baht.

  6. Any companies that relocate the location of head office must request for the registration to the registrar; otherwise, they shall have the fine penalty of no more than 20,000 Baht. In case that the juristic person does not submit the yearly financial statement as specified by the law, such juristic person has offense, and the managing director or authorized director on behalf of the juristic person shall also have the offense too.