Need to register your company in Thailand? Experienced
business people show you how.
Do you have the next great business plan and want to
register your company in Thailand?
Foreigners are attracted to Thailand because it’s a great
country to start a business or invest in.
But before making the dive, do your homework and make sure
you’re ready to commit a few years to living and growing your company in
Thailand.
This guide shows you which company registration choices you
have, how to get business visas and work permits, and all the other odds and
ends of running a business in Thailand.
If you need help, reach out to us and we’ll put you in
touch with someone who can help you set up and market your company in
Thailand.
Incorporation Options
Below are a few ways you can incorporate your company inThailand.
If you’re not familiar with company laws in Thailand, it can
be tough to decide the best way to incorporate your company.
Because of the complexity and time, it takes to set up a
company in Thailand, use a lawyer who has experience registering companies
here.
Limited Companies
A Limited Company is the most popular registration choice
for foreigners who want to do business in Thailand.
With Limited Companies, shareholders can only own a limited number
of unpaid shares they hold.
Also, the directors of the company can apply for work
permits.
According to the Thai law, you register a Limited Company by
dividing capital funds into shares.
To register a Limited Company, you need at least three
promoters and shareholders. The promoters and shareholders can be the same
people.
These three people include a director, an auditor, and a
registrar to create the Memorandum of Association.
Every promoter gets at least one share, and the first
payment on the shares must not be less than 25% of their nominal amount.
Promoters arrange for accounting specified in the Civil and
Commercial Code and the Revenue Code of Thailand and submit balance
sheets to the authority every year.
Even if the Limited Company seems best for foreigners to
register a company in Thailand, Thai law limits foreign ownership to 49% of all
shares. The share structure is 51% for Thais and 49% for foreigners.
Board of Investment Promotions
For those who want to own 100% of their company, the
Board of Investment is your only choice in 2019.
Companies promoted by the BOI get help with visas and work
permits and don’t have to pay corporate taxes.
But not all companies can get a BOI promotion.
The BOI has their own categories to specify which types of
companies they promote.
And each category has different needs. You can find out
how to register a 100% foreign-owned BOI company in our in-depth guide.
Applying for a BOI promotion is challenging and
time-consuming. After you apply, you need to go to the BOI several times for
your company. The whole process takes about one to two months.
After the BOI promotes your company, you have to report
financial status regularly so the BOI continues to promote you.
Although you can do everything yourself, get in touch with a
corporate lawyer or an accounting firm to help you.
Sole Proprietorship
A sole proprietorship is a registered company owned by one
person, who is also the operator.
Even though foreigners can do business as a Sole
Proprietorship, it may be hard to incorporate if the company doesn’t qualify.
Partnerships
According to the Thai Civil and Commercial Code, there are
three types of partnerships in Thailand:
Unregistered Ordinary Partnerships
Registered Ordinary Partnerships
Limited Partnerships
With this partnership, all partners are jointly liable for
all obligations of the partnership.
Also, Unregistered Ordinary Partnerships isn’t considered a
legal entity. The partners are still accountable for any mishaps.
Registered Ordinary Partnerships
For this kind of partnership, you have to register with the
authorities.
With Registered Ordinary Partnerships, the company has legal
rights, duties, and liabilities separate from its partners.
Limited Liability Partners are liable only for the amount of
capital the said partners contributed to the partnership.
Even though registering partnerships is easier than
registering other company structures, the three partnerships above don’t let
you apply for work permits.
Incorporating Companies in Thailand
According to our lawyer, you have to established and
registered any of the companies above with the Department of Business
Development.
You must prepare the documents required by the DBD and meet
the qualifications.
The DBD has offices in Bangkok and other provinces, making
it convenient to register a company outside of the city.
You can submit your documents for company registration at any
office, no matter where your company is.
But if you make any changes to your company, you must do it
at the DBD in your area.
For Sole Proprietorship and Partnerships, the registration’s
procedures and lists of documents are simple.
But for Limited Companies, you need more procedures and
documents to register your company.
To incorporate and register Limited Companies, you have to
reserve your business’s name according to the guidelines of the DBD.
Afterwards, you have to arrange a meeting to incorporate
your company, then prepare all documents for submitting and registering a
Memorandum of Association and Company Registration.
You must do this on the same day, within the time frame set
by the DBD.
If you need help incorporating your company in
Thailand, reach out to us and we’ll put you in touch with someone who can
help.
Planning Your Company
A lot goes into starting a company in Thailand. And planning
should be the first step.
Registering Companies
Registering companies in Thailand is a challenging process.
But here’s a summary of what you need to do:
First, book your company’s name so your company’s name isn’t
the same as other companies in Thailand.
Then you prepare your company’s registration documents,
including a list of shareholders, meeting notes, and proof of payment of share
capital.
Then you register your company at the DBD. The DBD
lists the registration procedure on their website.
You can do it yourself if you know how to read and write
Thai since all paperwork is in Thai. You need to fill in the form with the
exact wording that’s expected by the DBD.
Once you register your company, you may have to register for
VAT and get licenses for your line of business.
Getting Licenses
You may need other licenses to do business in Thailand. But
this depends on your company size and type.
Applying for VAT
You need to get a VAT license once your company makes over
1.8 million baht in annual revenue.
Once your company exceeds the annual revenue of 1.8 million
baht, you need apply for VAT within 30 days with the Revenue Department in your
area.
Applying for Other Licenses
Depending on your company type, you may need to get other
licenses.
If you open a restaurant, you need a license for liquor and
music. If you run a shipping company, you need an import and export license. If
you import food and drugs to sell in Thailand, you need a license from the FDA.
Double check with your lawyer to avoid fines or other
problems down the line.
You can also use an accounting firm. They make sure you
have the right paperwork and apply for you.
Firms may ask for photocopies of your bank account and a map
of your company’s location. You then have to wait for these licenses.
The wait times differ by province, region, and license, so
do your homework as Thai bureaucracy changes these processing times.
You have to pay about 600 baht to 2,000 baht for each of
these licenses. You need to renew some licenses, like liquor and music
licenses, every year.
If you run a restaurant, the most important license most
people forget about is the music license. You can get a fine by the so-called
music police if you don’t have one.
This license is mainly to make sure the local and
international artists get paid their royalties for the music you play in your
restaurant.
If you play anyone else’s music then you need a license.
Having a license stops the music police from harassing or extorting you.
Finding Office Spaces
You have two choices when it comes to office spaces:
serviced offices and traditional offices.
Serviced offices are a good choice if you don’t want to
deal with all the small details that come with setting up an office: buying
furniture, setting up phone and internet accounts, supplying your
employees with drinks and coffee, finding maids and cleaning equipment.
The list goes on.
With a serviced office you can sign a contract, bring your
laptop, and start doing business the same day.
Traditional offices, on the other hand, are more complicated
and expensive to set up. You need to invest in furniture, set up phone and
internet accounts, and you might even need to hire an administrator to keep up
with the inner workings of the office.
Using traditional offices does make sense in some cases,
like if your office is attached to your business or your team is getting big.
For us, we use a traditional office because we run a restaurant and have room
for an attached office.
Do you need help finding an office? Reach out to us,
tell us what you need, and we’ll put you in touch with a reliable office
provider.
Getting Visas and Permits
Getting visas and work permits for you and your employees is
challenging.
Hire a lawyer who specializes in this field. Below is
the process to get visas and work permits.
Visas
Although you can do it yourself, you can also hire an
accounting firm to help you handle the paperwork.
You can apply for a business visa at any Thai embassy
outside of Thailand. Malaysia, Cambodia, Laos, and Singapore are popular
countries.
To apply for a Non-Immigrant B Visa, you need:
copies of your company registration
a letter from the local labor ministry
a letter from the Thai partners of your company offering you
the position you’re working
Here’s a list of the documents you need.
You can find an agent near Thai embassies who double-checks
your paperwork and applies on your behalf. The fee is around $20.
Read our in-depth guide to business and work visas in
Thailand for more info.
Work Permits
Having a Non-immigrant B Visa doesn’t entitle you to work.
The only way you can legally work is to get a work permit.
Once you have your work visa, you have to fly back to
Thailand and apply for a permit.
Foreigners who get work permits needs to have four Thai
workers per foreigner working in the company, plus two million baht in capital,
unless you’re promoted by the BOI.
For two work permits, you need eight Thai employees and four
million baht in capital.
You can work once you have applied for a work permit and are
waiting for it to be approved.
The entire process takes more than a month, from applying to
receiving your work permits.
But if you have all documents ready, the process can only
take a few days.
Check out our in-depth guide to Thailand work permits for
more info.
Opening Company Bank Accounts
Once you’ve registered your company and received your
registration, you can get a company bank account.
There isn’t a major difference between banks. Choose the one
that’s most convenient for you.
You may need someone to introduce or refer you, as
banks are hesitant to open accounts to foreigners.
The accounting firm that registers your company can refer
you to a bank. Once you open an account, ask the bank to give you an online
banking account. It’s going to make it easier to handle your finances.
When getting a company credit card, most banks
only give you credit once you have been operating for a few years.
Some people can get company credit cards earlier. But
they’re unsecured credit cards, meaning you must deposit the entire amount of
credit in the bank as collateral.
Finding Employees
 |
| Finding Employees in Thailand |
When it comes to hiring staff, you have a few choices.
You can use a recruitment company like ATa Services.
They’ll help you find, screen, and interview the right
talent based on your organization’s needs and requirements.
If the candidate doesn’t pass probation, you can ask them to
find a new candidate again without having to pay anything.
You can also advertise on job generic websites such as Jobdb, Jobthai,
and Jobtopgun. It usually costs a few thousand baht per month for a single
ad.
LinkedIn and Craigslist work well for
recruiting foreign workers or employees at managerial levels.
For other positions, you can hang a sign saying “Staff
Wanted,” post the job in a local Facebook group, or get referrals from locals.
Aside from salary, you can offer your staff meals, drinks,
and snacks on the house. You can let staff drink with patrons and within
reason, for free.
You can give all your staff a 2,000 baht bonus every Songkran,
or Thai New Year.
But these extras are up to the employer and are not
necessary by Thai law. Other employers gave staff a place to sleep and helped
with travel.
You can read how to build a team of rock star Thai
employees through this cross-cultural management system.
When you have staff you like, pay them fairly so they don’t
leave or get picked up by better-paying companies.
When you pay a fair wage, your employees could recommend
your company to other potential employees.
0 Comments