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Private Company Limited by Shares in Thailand

Thailand’s private limited companies share many of the same characteristics as Western enterprises. A private limited company is founded by registering a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws) as the firm’s constitutive papers.

Shareholders have limited liability, which is limited to the unpaid portion of the par value of their shares if any. The directors’ liability, on the other hand, maybe unlimited if so stated in the company’s MOA.

Limited companies are governed by a board of directors who are bound by the company’s Articles of Association and the company’s statutes. Director’s proxies and circular board resolutions are not permitted at board meetings.

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We specialize in assisting businesses that want to outsource some or all of their administrative tasks. Furthermore, our team of experienced lawyers can help you navigate Thailand’s rules and regulations.

Private Company Limited by Shares registration conditions

As promoters, there must be at least three natural individuals (initial shareholders).

The Foreign Business Act requires a minimum registered capitalization of 2 million THB for non-restricted foreign firms and 3 million THB for restricted businesses. Thai-owned businesses are exempt from such regulations (but will need to meet financial requirements to support a work permit for an ex-pat).

Timeline

The length of time it takes to register is determined by the nature of your business and how quickly you provide the needed information. In 1–2 weeks, a firm can be formed.

Fees

The registration price for a corporation is 5,500 baht ($161) for every million baht of registered capital, up to a maximum of 250,000 baht ($8,000). Contact us to request our incorporation fee.

Compulsory regulation

All of the shares must be subscribed to, and at least 25% of the shares must be paid up. Stock may be issued in both common and preferred form, but all shares must have voting rights. The issue of shares having a par value of less than five baht is prohibited under Thai legislation. The purchase of Treasury securities is prohibited.

At all times, a minimum of three shareholders is required. A private limited business can be entirely owned by foreigners under certain circumstances. Foreigner participation is normally authorized up to a maximum of 49 percent capital shares in operations reserved for Thai citizens under the Foreign Business Act.

Documents

list of documents and details required:

  • Name of the business.
  • A summary of the company’s operations.
  • Copy of director’s and shareholders’ passports/ID cards, signed.
  • Copy and sign promoter’s passport/ID.
  • Copy of two witnesses’ passports/ID cards, both signed.
  • Evidence from the workplace.

Consultation about Private Company Limited by Shares registration

Our consultation services are tailored to assist you with every aspect of setting up your business in Thailand if you are registering as a Private Company Limited by Shares. Our experienced advisors will support you with preparing initial paperwork, acquiring permits and registrations, and ensuring a seamless process. We offer personalized advice on legal obligations, share capital, and corporate structure to help you make well-informed choices that are in line with your business objectives.

Ownership management

Handling the ownership of a Private Company Limited by Shares can be complicated yet essential. We specialize in managing ownership changes, overseeing beneficial owners, and facilitating ownership transfers. Our priority is to accurately document all ownership adjustments and ensure they adhere to current regulations.

Corporate structure changes

As your company grows, your corporate structure may need to be adjusted as well. If you need to replace directors, update nominee details, or make any other structural changes, we offer a range of services to help make these transitions easy and efficient.

Share capital management

Properly managing your company’s share capital is essential for its financial well-being. We provide services to assist you in expanding, reducing, selling, and transferring share capital, guaranteeing that all processes are done correctly and in compliance with legal regulations.

Other legal forms in Thailand

Investors who want to start a business in Thailand can do so under one of the following legal entities:

  • Public Limited Company,
  • Holding Company,
  • Branch Office.

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