Is it difficult to register a company and apply for a business license? How to stay legally compliant in this changing era, as work lifestyles evolve, is a question many are asking. With new generations choosing to start their own businesses rather than working traditional jobs, there has been an increase in the number of company registrations. However, it’s important to be aware of some key points before seeking a company registration service.
Company Registration
Company registration is a crucial step in the process of establishing and commencing business operations for a globally recognized company format in many countries worldwide. This process can be initiated with as few as two individuals coming together to register a company. Company registration involves the legal process of establishing a company, and defining its rights and responsibilities in accordance with the law. Registering a company not only provides legal recognition but also enhances the credibility of the organization.
The importance of company registration
Whether you are a small business owner or a large corporation, company registration offers benefits and importance in several aspects, especially in
- Legal and Compliance: Company registration confirms that your business is in compliance with relevant laws and regulations, ensuring you can operate with confidence and without worry.
- Market Credibility: Company registration enhances your business’s credibility in the market, increasing trust and confidence among potential clients and partners.
- Borrowing and Fundraising: Company registration increases opportunities for borrowing money from banks and other financial institutions. Banks and lenders often require documentation that proves your business is legitimate and low-risk.
- Rights and Trademark Protection: Company registration helps protect your rights to use a name and trademark. It provides legal grounds to safeguard your brand identity.
- Building a Brand Image: Company registration helps create a brand image, fostering confidence among customers and partners.
The laws and regulations related to company registration in Thailand
Certainly, the registration of a company involves legal aspects that should be understood. Hiring a company that has knowledge and understanding of the relevant laws can help streamline the company registration process. Some key legal aspects related to company registration in Thailand under the Civil and Commercial Code and certain relevant commercial and tax laws include
- Section 1097: Any two or more persons may start a business and establish it as a limited company by entering into a partnership agreement and performing other acts as prescribed by the provisions of this Civil and Commercial Code.
- Section 1016: Registration of shares or companies, or amendments to registered information, shall be registered at the Department of Business Development, Ministry of Commerce, or as designated by the Minister of Commerce.
- Section 1237: This provision allows the court to order the dissolution of a company for five specified reasons. One of the reasons as per the original provision is if the number of shareholders decreases to fewer than three. The recent amendment aligns this reason with the other amended provisions, changing it to if the number of shareholders decreases to only one.
This is just a part of the laws and regulations that you should be aware of before deciding to register a company. There are many other important legal provisions to consider. Therefore, having a company that specializes in company registration to manage and take care of these matters can be very helpful.
Steps of the company registration process
For individuals or businesses looking to register a company, here are some important steps in the company registration process
The process of choosing a suitable company name.
Choosing the correct company name should avoid using words that may convey inappropriate meanings, should not include the names of the King and members of the royal family in the current royal dynasty, should not use the name of a country, and should not contain the names of ministries, departments, or government agencies.
Preparing the necessary documents for registration
The necessary documents for company registration typically include the following, and at least one shareholder must certify the correctness of the copies
- The application for company registration is often referred to as “Memorandum of Association” (บอจ.1) in Thailand.
- แบบคำรับรองการจดทะเบียนจำกัด
- Company Establishment Registration (บอจ.3)
- Board of Directors Details (แบบ ก.)
- List of Shareholders (แบบ บอจ.5)
- Copy of the Meeting Appointment Letter for Company Establishment
- Copy of the Company Establishment Meeting Report
- Copy of the Articles of Association, stamped with a 200 Baht duty (if applicable).
- Evidence of payment of shares issued by the company to shareholders.
- Form สสช.1
- A map showing the location of the main office and important nearby locations in general.
- Copies of the ID cards of all directors.
- Power of Attorney (if the applicant cannot submit the request in person).
The process of submitting a registration application and document verification involves the following steps:
Once you have prepared all the necessary documents, the process of submitting a company registration application involves filing with the Registrar within 30 days. Here are the essential details you’ll need to provide:
- The reserved company name
- The registered office address, telephone number, and website address.
- The objectives of the company.
- Registered capital.
- Name and address of two witnesses.
- Name and address of the directors.
- List of the authorized signatories.
- Name – Registered Auditor and Compensation
- Name – Address and Number of Shareholders
- Amount of capital called for payment, at least 25% of the registered capital
Paying fees and taxes in the registration process
Before completing the registration, there are 6 fees that must be paid, as follows:
- Certification Fee: 40 Baht
- Certified Copy of Registration Application Fee: 50 Baht
- Certificate of Registration Fee: 100 Baht
- Stamp Duty Fee: 200 Baht
- Registration Fee for Memorandum of Association: 500 Baht
- Company Registration Fee: 5,000 Baht
The importance of choosing the type of company
Starting a new business or launching an organization is of great importance when deciding on the type of company that suits your needs and the objectives of the founders. Whether it’s a low-income company, a limited company, or a limited partnership, this decision will have an impact on the structure of the business and the related legal system. Therefore, it is crucial to carefully consider this decision before making a choice.
In Thailand, there are several types of companies that are registered
For the types of companies that can be registered in Thailand, there are a total of 4 types as follows:
- Limited Partnership Ordinary – In this type, each partner has the right to manage the business and share the profits earned in the business equally.
- Limited Partnership – In this format, partners have the right to inquire about the business operations, provide input, and act as consultants to the business.
- Unlimited Partnership – In this type, all partners have the authority to conduct the business and make decisions regarding the business without limitations.
- A Limited Company is a form of business organization where individuals come together to generate collective profits. It must be registered as a legal entity, and it requires at least two founders.
Choosing the right type of company that suits your objectives and business activities.
When you have up to 4 options, what becomes most important is choosing the one that aligns best with your business objectives. This can be divided as follows:
- Ordinary Partnership Limited is suitable for businesses with two or more owners or shareholders, and all partners share unlimited liability for the debts incurred jointly.
- Limited Partnership is suitable for individuals who have capital for investment and want to provide advice in running the business, as they cannot actively participate in the business themselves.
- Unlimited Partnership is suitable for individuals who want to manage and run the business entirely on their own, even if they are the sole owner. However, they must be willing to bear the unlimited liability for the business’s debts.
- A limited company is a registration format that requires at least 2 co-founders and is suitable for businesses with significant growth potential and relatively high company value.
The advantages of using the service to register a company and apply for a business license with a team of business law experts include:
All that has been discussed are the steps and things to understand in the process of registering a company, which is only a part of the whole process. For those who are interested in registering and establishing a company, there is no need to be overwhelmed by complex procedures and strict legal requirements. Simply engaging a company that specializes in company registration with a team of business law experts can help manage everything quickly and easily.
Sorasak Law Office provides services for company registration in Thailand
If you are looking for assistance and consultation, including company registration services, I recommend “Sorasak Law Office.” They have a team of specialized lawyers with direct expertise in business law. They can help you overcome challenges such as failed submissions or incomplete documentation during the company registration process. Registering a company can be a complex task, but Sorasak Law Office can make it easy for you. Feel free to reach out to them for investment advice and assistance with your business endeavors. You can contact them at 49/78 Soi Charansanitwong 40 Charansanitwong Rd Bangyikhan Bangphlat Bangkok 10700
Tel: 081-692-2428, 094-879-5865
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