10 steps to incorporating in Thailand
- Prior to starting the incorporation process, our Client i) settles Healy Consultants’ engagement fees ii) signs our Client Engagement letter and iii) provides us at least 75% of the due diligence documents;
- Because of the complexity of Thailand incorporation requirements, Healy Consultants drafts a detailed engagement project plan. This plan will map out, week by week, each step to engagement completion, optimizing transparency and setting Client expectations;
- Our Client and Healy Consultants agree the optimal corporate structure, including the number and nationality of shareholders and directors. Healy Consultants’ Thailand company incorporation specialists perform a company name check with the Department of Business Development (DBD) and reserves the preferred company name on the Client’s behalf;
- Thereafter, Healy Consultants prepares the M&AA for Client signature and courier return. The company M&AA will then be filed with the Department of Business Development, along with the required government registration fees. When approved, the Client is required to hold a statutory meeting and provide meeting minutes for submission to complete the incorporation procedures;
- For our Clients with United States citizenship, Healy Consultants prepares and files an application with the US Commercial Service requesting eligibility certification letter for Amity Treaty application, as doing so will ease incorporation procedures in many sectors. Furthermore, we obtain a certification letter from US Embassy. Only then can Healy Consultants submit the application for Amity Treaty approval and Foreign Business Certificate with the Ministry of Commerce, Department of Business Development, and Foreign Business Section;
- To enable Healy Consultants apply for VAT registration with the Ministry of Finance Revenue Department, our Client provides us i) building owner documentation ii) photos of building entrance and/or office entrance, showing street address or office number, company name sign iii) street location sketch map (Thai language) iv) proof of building ownership v) personal or corporate identity documents of building owner vi) certification letter from building owner, certifying that company is a registered business tenant under lease. Within four weeks The Ministry of Finance Revenue Department approves VAT registration;
- Healy Consultants’ banking team will then assist our Client to open a corporate account in Thailand. Our Client will deposit i) at least 25% of company’s share capital for a resident LLC ii) US$93,000 if involved in business activities restricted to foreign investment iii) US$62,000 for foreign LLC involved in other business activities. Upon receiving the bank certificate of deposit, Healy Consultants will assist the Client to activate the internet banking facility;
- Healy Consultants will then help the Client obtain a corporate seal, which is affixed on company share certificates and other important documents;
- Healy Consultants will also i) register the company with Social Security ii) apply for a Foreign Business License (if necessary) iii) provide written company rules and regulations in Thai as per the requirements of the Ministry of Labour and iv) apply for a Board of Investment promotion if our Client’s business qualifies;
- Following engagement completion, Healy Consultants couriers a company kit folder to our Client’s preferred international address, containing original corporate documents, unopened bank correspondence and a Client feedback survey.
Thailand reporting requirements (post incorporation)
In accordance with Sections 1206 and 1207 of the Thai Civil and Commercial Code, the directors of the company must take careful consideration in maintaining the company’s i) records with accurate minutes of all meetings and ii) accounting books and financial statements in line with the Thai Financial Reporting and Accounting Standards. The reports can be prepared in any language but a Thai translation must also be provided. Refer to the Thailand accounting page for detailed accounting considerations for Thai companies.
Frequently asked questions
I want to incorporate a Thailand company. Are resident directors mandatory?No. A Thailand incorporated company does not need resident directors.
As a foreigner, is it difficult incorporating in Thailand?Thailand incorporation procedures can be fairly complex for foreigners. Majority foreign owned companies may not be able to invest in certain industries, or will have to obtain a Foreign Business License after a troublesome application process. American citizens may alternatively apply for US-Thailand Amity Treaty, which will allow them to establish a company in an industry that is restricted for other foreigners.
Healy Consultants will guide our Clients at every step.
Should I incorporate a Thailand LLC, branch office or representative office?We recommend out Clients to opt for a Thailand LLC, as setting up a branch office can be more difficult than setting up an LLC. A representative office in Thailand is not allowed to engage in commercial activities, or invoice Clients and customers.
Is there a Thai authority that can guide me on Thailand business incorporation options?The Board of Investments and the Department of Business Development can provide you with more information.