What are the company set-up requirements?
Company name
Once you have chosen your legal business structure, you need to register your company with Thailand’s Department of Business Development (DBD). This process may involve submitting required documents, obtaining approvals, and paying registration fees. The specific requirements may vary depending on the business structure you have selected.
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The company’s name must be secured by filing it with the Department of Business Development (DBD) within the Ministry of Commerce.
The company’s name must conclude with the term “Limited” and be officially registered in the Thai language, even if the name is originally in English.
After the name receives approval, it will remain valid for a duration of 30 days, and no extensions will be granted.
Shareholders & Directors
For a Thai firm to meet the requirements, it must have a minimum of one director who is:
- At least 20 years of age.
- Either a Thai resident or a non-resident.
- Not deemed incompetent or bankrupt.
In Thailand, businesses are obligated to have a minimum of three shareholders. However, under specific conditions, foreign investors can attain full ownership, holding 100% of the company.
For activities restricted to Thai nationals, foreign individuals or entities are allowed ownership of up to a maximum of 49%.
Ongoing business compliance requirements
General meeting of shareholders
The initial general meeting of the shareholders is convened within six months following the company’s incorporation, with subsequent general meetings taking place annually thereafter.
Yearly reports
Private and public limited companies are required to furnish the following documents at the conclusion of each accounting period:
- Audited financial statements
- Balance sheet
- Profit and loss account
- Company name
- Director’s particulars
- Roster of shareholders
- Minutes of the annual meeting
- Nature of business
Accounting and tax compliance
Date of the financial year-end
In Thailand, the standard financial year-end for companies is December 31st. The typical accounting period spans 12 months. However, for newly incorporated companies, it’s important to note that their initial accounting period can be shorter than 12 months.
Bookkeeping requirements
Companies in Thailand are obliged to maintain their company accounts and related documents at the registered address for a minimum of five years following the closing of their accounts. However, depending on the nature of the company’s business activities, this duration may be extended to seven years by the Revenue Department.
The essential documents, records, and statements that must be retained include:
- Accounting journal
- Statement of accounts
- Records of payments and receipts
- Profit and loss statements
- Balance sheets
- Records of electronic funds transfers
- Credit card transactions
- Bank statements, including records of checks
- Internal or external audit reports
It is crucial to note that financial statements, accounts, and documents must be documented in either the Thai language or a foreign language accompanied by a Thai translation. These records should be written in ink, typewritten, or printed to meet the stipulated requirements.
