Incorporated Company Registration

Incorporated Company Registration

If you are considering staying in Thailand and setting up a business then consider what is needed when you register your Thai company. The following are the basics for registering your company in Thailand and what needs to be done in order to get your business in Thailand legal. This is a brief overview so speak to us if you need more information.

Following the registration of the MOA and Articles, the promoters will call a statutory meeting of the share subscribers to consider the following:

  • The approval of the Articles of Association of the company
  • The ratification of the business activities previously carried on by the promoters
  • The establishment of preference shares (if any)
  • Fixing the number of shares to be allotted as paid up other than in cash (if any)
  • The appointment of the first board of directors, including their authority, and the auditor of the company

Following this meeting, the promoters will hand over the business to the directors, who will then call up payment on the shares which, as already discussed, must be a minimum of 25%. The directors then apply for final registration within 3 months of the date of this meeting.

Practically speaking, a company can be registered within one day providing all the following conditions can be met:

  • The promoters arrange for the shareholders to purchase all of the shares
  • The promoters arrange for the statutory meeting  for consideration of all actions required by law
  • The promoters hand over all work to the director(s)
  • The director(s) call up the capital required and receive payment

After registration, the company’s Affadavit will remain on file with the MOC and will state the following:

  • The names of the company director(s)
  • Whether they are authorized or unauthorized to sign on behalf of the company

It is common practice that a company will specify that only a combination of two or more directors signing together may sign on behalf of the company, or that directors may sign only together with the company seal.

After successful registration, many of the company’s details will be available for the public to view at the MOC. Such details include:

  • The list of shareholders and directors
  • Registered capital
  • Articles of Incorporation
  • The registered address of the company
  • The auditor’s report
  • The balance sheet for the preceding year

What are the company’s Articles of Association (‘Articles’)?

A company’s Articles are submitted prior to final registration. They state the basic rules the company must follow after incorporation is completed e.g. frequency of directors’ and shareholders meetings, notice requirements for meetings, numbers needed to pass resolutions at meetings etc.

Many companies choose to use Standard Articles at the time of registration (these are basic rules for the company’s operation, usually the minimum to be in compliance with Thai law) and then adopt their own non-standard articles at a later date. This normally ensures acceptance from the MOC official without amendment and has the benefit of usually avoiding any potential delays.

 

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