SMEBAAS
Accounting & Advisory · Bangkok, Thailand · Tel: 085-509-2525
Thailand Company Registration
Client Preparation Checklist
Please complete all yellow fill-in fields and tick each checkbox once your document is ready. SMEBAAS will verify that your filled information matches the documents you provide.
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1
Client Contact InformationFor SMEBAAS records — the person submitting this form
📋 Your Personal Details
Full Name (English)*
ชื่อ-นามสกุล (ภาษาไทย)
Nationality*
Thai Mobile Number (for OTP)*
Email Address*
LINE ID / WhatsApp
ID Card No. / Passport No.*
Date of Birth*
Occupation / Current Role
2
Company Name Reservation (จองชื่อบริษัท)Provide 3 options in order of preference — in both Thai and English
Rules: Name must end with “จำกัด / Limited”. Must not duplicate existing companies. Cannot use ministry/government names or royal names. English must be a direct translation of Thai. DBD will check names in order — if #1 is taken, they try #2, then #3. You have 30 days after approval to file บอจ.2.
🥇 Option 1 — First Choice (Most Preferred)
PRIORITY 1
ชื่อบริษัท (ภาษาไทย)*
Company Name (English)*
🥈 Option 2 — Second Choice (Backup)
PRIORITY 2
ชื่อบริษัท (ภาษาไทย)
Company Name (English)
🥉 Option 3 — Third Choice (Last Resort)
PRIORITY 3
ชื่อบริษัท (ภาษาไทย)
Company Name (English)
3
Company InformationKey decisions required before filing — fill in all applicable fields
REGISTERED OFFICE ADDRESS Must be a real physical address — no P.O. Box accepted
🏢 Full Registered Office Address (ที่ตั้งสำนักงานใหญ่)
Must match the official บ้านเลขที่ in the Tabien Baan or lease. Virtual offices accepted if the service provider supplies a consent letter + lease agreement.
✏️ Fill in your registered address exactly
Building / Unit / Floor (อาคาร/ห้อง/ชั้น)
House No. (บ้านเลขที่)*
Moo / Village (หมู่บ้าน)
Soi / Alley (ซอย)
Road (ถนน)*
Sub-district (แขวง/ตำบล)*
District (เขต/อำเภอ)*
Province (จังหวัด)*
Postcode (รหัสไปรษณีย์)*
Office Telephone
🔍 SMEBAAS VERIFICATION
Address matches ทะเบียนบ้าน / lease / consent letter
Postcode and district confirmed correct
Office proof document provided (lease / consent letter / title deed)
MUST
BUSINESS OBJECTIVES & CAPITAL Core content for Memorandum of Association (บอจ.2)
🎯 Business Objectives (วัตถุประสงค์)
Describe what the company will do. Be broad enough to cover future activities. SMEBAAS can draft the formal clauses from your description below.
✏️ Describe your business activities
Main Business Activity (in your own words)*
Industry / Sector*
Will you need BOI Promotion or Foreign Business License?
🔍 SMEBAAS VERIFICATION
Business activity checked against FBA restricted lists
Objectives drafted and ready for บอจ.2
MUST
💰 Registered Capital & Share Structure (ทุนจดทะเบียน)
Minimum 25% must be paid-up at registration. Common par value: 100 THB per share. For work permits: 2,000,000 THB paid-up per foreign employee required.
✏️ Capital and share details
Total Registered Capital (THB)*
Par Value per Share (THB)*
Total Number of Shares
Paid-Up Capital at Registration (min 25%)*
Foreign employee needing Work Permit?
🔍 SMEBAAS VERIFICATION
Paid-up ≥ 25% of registered capital
Capital adequate for work permit requirement (if needed)
Share numbers balance correctly across all shareholders
MUST
4
Thai Shareholders & Directors — DocumentsComplete one block per Thai individual. Copy this section for additional persons.
THAI INDIVIDUAL — Person #1 Duplicate this block for each additional Thai person
🪪 Thai National ID Card (บัตรประชาชน) + House Registration (ทะเบียนบ้าน) — Certified Copies
Photocopy of both sides of ID card. Sign: “รับรองสำเนาถูกต้อง” + signature across the copy. No date. Must be clear and legible. Same certification required for ทะเบียนบ้าน.
✏️ Thai Person #1 Details — fill in completely
Full Name in Thai (ชื่อ-นามสกุล)*
Full Name in English*
Thai ID Card Number (เลขบัตร)*
Date of Birth*
Thai Mobile No. (for DBD OTP)*
Email Address*
Current Address (as in ทะเบียนบ้าน)*
Role in Company*
Number of Shares Held*
Signing Authority?*
🔍 SMEBAAS VERIFICATION
Name on ID card matches form exactly (spelling, spaces)
13-digit ID number verified digit-by-digit
ID card copy: “รับรองสำเนาถูกต้อง” signed, NO date written
Thai mobile number confirmed — person can receive OTP
ทะเบียนบ้าน copy provided, certified, no date
MUST
5
Foreign Shareholders & Directors — DocumentsComplete one block per foreign (non-Thai) individual
FOREIGN INDIVIDUAL — Person #1 Duplicate for each additional foreign person
🛂 Passport — Certified Copy (Photo page + Current Visa page + Latest Entry Stamp)
Sign each copied page: “รับรองสำเนาถูกต้อง” + signature. No date. Passport must be valid for at least 6 months from filing date.
✏️ Foreign Person #1 Details — fill in completely
Full Name (exactly as in passport)*
Nationality*
Passport Number*
Passport Issue Date
Passport Expiry Date*
Date of Birth*
Current Visa Type in Thailand*
Visa Expiry / Permission to Stay Until
Thai Mobile / Contact Number
Home Country Address*
Address in Thailand (if any)
Role in Company*
Number of Shares Held
% of Total Capital*
Signing Authority?*
Email Address*
🔍 SMEBAAS VERIFICATION
Name on passport matches form exactly
Passport valid ≥ 6 months from intended filing date
Photo page + visa page + latest entry stamp all copied & certified
Foreign shareholding % calculated and checked vs FBA 50% threshold
OTP arrangement confirmed — Thai SIM confirmed or coordinated via SMEBAAS
MUST
6
🔴 Anti-Nominee: Bank Financial CertificateRequired when any foreign national is involved as shareholder OR signing director — check both conditions
🚨 TRIGGERED IN EITHER OF THESE 2 CONDITIONS DBD Anti-Nominee Rule · Enforced since late 2022
🏦 หนังสือรับรองฐานะการเงิน — Bank Financial Standing Certificate (ORIGINAL)
Required if either condition below applies:
✦ Condition A: A foreign national holds shares but owns less than 50% of capital (Thai shareholders hold the majority)
✦ Condition B: No foreign shareholders, but a foreign national is a director with signing authority
Required from every Thai shareholder. The bank letter must show a balance equal to or greater than that person’s share investment. Must be an original — not a copy.
✦ Condition A: A foreign national holds shares but owns less than 50% of capital (Thai shareholders hold the majority)
✦ Condition B: No foreign shareholders, but a foreign national is a director with signing authority
Required from every Thai shareholder. The bank letter must show a balance equal to or greater than that person’s share investment. Must be an original — not a copy.
✏️ Bank Certificate Details — complete per Thai shareholder
Which condition applies?*
Thai Shareholder #1 — Full Name*
Bank Name*
Amount Investing in Shares (THB)*
Balance Shown on Bank Letter (THB)*
Date Letter Was Issued*
Thai Shareholder #2 (if any)
Balance on #2’s Bank Letter (THB)
🔍 SMEBAAS VERIFICATION
Condition A or B confirmed — bank letter is required
Balance on each letter ≥ corresponding shareholder’s investment
Original document presented — NOT a photocopy
Branch manager signature + bank stamp present
Issued within 90 days of intended filing date
Name on letter matches Thai shareholder’s ID exactly
CONDITIONAL
Anti-Nominee Law: DBD enforces this rule since late 2022 to prevent foreigners from using Thai nationals as fake (นอมินี) shareholders to bypass the Foreign Business Act B.E. 2542. Missing this letter when required = registration REJECTED.
How to get it: Walk in to your bank branch → ask for “หนังสือรับรองฐานะการเงิน เพื่อใช้ประกอบการจดทะเบียนบริษัท”. Takes 30 min – 1 business day. Fee ≈ 100–200 THB. Must be an original document.
6A
Proof of Paid-Up Capital (Thai & Foreign Shareholders)
★ NEW 2026
DBD requirements to demonstrate registered capital has been fully paid up · personal bank account rules
To satisfy Department of Business Development (DBD) requirements, shareholders must demonstrate that the registered capital has been fully paid up. The Thai shareholder’s personal bank account must have been active for at least 3 months and must meet all requirements below.
1. BANK ACCOUNT & DOCUMENTATION REQUIREMENTS Thai shareholder’s personal account only
🏦 Thai Shareholder’s Personal Bank Account — 3-Month Certified Statement
Account Ownership: The account must be a personal account solely in the name of the Thai shareholder. Joint accounts or corporate accounts are not permitted.
History: The account must have a minimum of 3 months of history.
Certification: The 3-month bank statement must be officially issued and certified (stamped/signed) by the bank.
History: The account must have a minimum of 3 months of history.
Certification: The 3-month bank statement must be officially issued and certified (stamped/signed) by the bank.
✏️ Bank account details — Thai shareholder
Thai Shareholder Name (Account Holder)*
Bank Name*
Account Number*
Account Opening Date*
Statement Period (3-month window)*
Bank-Certified Statement Obtained?
🔍 SMEBAAS VERIFICATION
Account is personal, solely in Thai shareholder’s name — no joint or corporate accounts
Account has ≥ 3 months of banking history from opening date
3-month statement officially certified — bank stamp + bank officer signature present
Name on bank statement matches Thai shareholder’s ID card exactly
MUST
2. FUND TRANSFER PROCESS — STEP BY STEP Example: 100,000 THB total capital (51% Thai / 49% Foreign)
💸 Capital Deposit Sequence — DBD Audit Trail
The certified 3-month bank statement must clearly reflect all three steps below. Scale amounts to your actual registered capital and shareholding percentages.
| # | Step & Action | Rationale for DBD Compliance |
|---|---|---|
| 1 |
Thai Shareholder Contribution
Thai shareholder maintains 51,000 THB (51%) in their personal account.
|
Proves the Thai partner has the liquid assets to cover their specific percentage of the registered capital. |
| 2 |
Foreign Shareholder Transfer
Foreign shareholder transfers exactly 49,000 THB (49%) into the Thai shareholder’s account.
|
Creates an “audit trail.” Proves foreign capital has entered Thailand and is specifically designated as a share contribution — not a personal gift or loan. |
| 3 |
Withdrawal of Total Capital
Thai shareholder withdraws the full 100,000 THB in cash.
|
Confirms the total capital (100%) is liquid and “paid-up” in full, ready to be utilized as the company’s starting operating capital upon registration. |
📌 Note: The certified 3-month bank statement must clearly reflect these specific transactions to prove to the DBD that the capital has been fully paid up.
✏️ Your actual capital transfer details
Thai Shareholder’s Capital Amount (THB)*
Foreign Shareholder’s Transfer Amount (THB)*
Total Cash Withdrawal Amount (THB)*
Date of Foreign Transfer
Date of Cash Withdrawal
All 3 transactions on certified statement?
🔍 SMEBAAS VERIFICATION
Thai shareholder’s opening balance ≥ their % of registered capital
Foreign transfer = exactly their share % of registered capital (no more, no less)
Withdrawal = 100% of total registered capital
All 3 transactions clearly visible on the certified 3-month bank statement
Amounts cross-referenced against บอจ.2 (MOA) and บอจ.5 / BorOrJor 5
🚨 “Exact Amount Transfer IN and OUT” is Mandatory
The DBD cross-references your bank statement against your MOA (บอจ.2) and List of Shareholders (บอจ.5). Any discrepancy is a red flag:
| Scenario | Problem | DBD Response |
|---|---|---|
| Foreign shareholder transfers more than their % (e.g. 100,000 instead of 49,000) | Extra money flagged as unexplained income | 🚩 Red flag — may require justification or cause rejection |
| Foreign shareholder transfers less than their % | Capital is not fully paid up | 🚩 Registration rejected — paid-up ≠ registered amount |
📅 Why DBD Requires the “3-Month” Bank Account History
The DBD requests a 3-month statement to ensure money is not “borrowed” or deposited only for the day of the application. By reviewing a 3-month window, they verify:
- The Thai shareholder has an established financial history.
- The funds were not deposited and immediately withdrawn by someone else — confirming the Thai shareholder is a legitimate and stable partner.
- The specific transfer-in and withdrawal sequence is clearly traceable as a genuine share investment.
MUST
3. POST-REGISTRATION: CORPORATE BANK ACCOUNT After company registration is complete
🏦 Open Corporate Bank Account & Deposit Registered Capital
Once the company is officially registered, open a corporate bank account in the company’s name and deposit the full registered capital. Follow the timing and location requirements carefully.
Timing: Banks typically require the company to be registered for at least one month before opening a corporate account.
Transfer: After opening the corporate account, the full registered capital (e.g. 100,000 THB) must be deposited into the new company account.
Location: It is strongly recommended to open the corporate account at a bank branch located in the same province as the company’s registered office address.
Transfer: After opening the corporate account, the full registered capital (e.g. 100,000 THB) must be deposited into the new company account.
Location: It is strongly recommended to open the corporate account at a bank branch located in the same province as the company’s registered office address.
Different Province or Less Than 1 Month After Registration: If you attempt to open the corporate bank account in a different province from your registered address, or less than one month after registration, you must provide a formal justification to the bank officer — who may further request additional evidence of financial stability or the Thai director’s personal documents. This does not guarantee the bank’s approval.
✏️ Corporate bank account details
Preferred Bank for Corporate Account
Preferred Branch & Province
Company Registration Date
Target Account Opening Date
Capital to Deposit into Corporate Account (THB)
Branch Province = Registered Office Province?
🔍 SMEBAAS VERIFICATION
Company registered for ≥ 1 month before corporate account opening
Branch province matches the company’s registered office province
Full registered capital ready to deposit into corporate account
DBD certificate, Articles of Association, and all director IDs ready for bank visit
MUST
7
Office Location DocumentsProof of a legitimate registered address — choose the option that applies
OFFICE PROOF — Select and complete the option applicable to your situation
📄 Lease Agreement / สัญญาเช่า — If renting
Certified copy showing landlord name, tenant name, premises address, rental period, and both signatures. Director certifies: “รับรองสำเนาถูกต้อง” + signature, no date.
✏️ Lease details
Landlord Full Name
Lease Start Date
Lease End Date
🔍 SMEBAAS VERIFICATION
Lease address matches registered address exactly
Certified copy signed by director, no date
IF RENTING
🤝 Landlord Consent Letter (หนังสือยินยอมให้ใช้สถานที่)
Required for virtual office, director’s home address, or shared space. Must include owner’s name, ID number, property address, and owner’s original signature with their ID copy attached.
✏️ Consent letter details
Property Owner Full Name
Owner’s Thai ID Number
IF APPLICABLE
🗺️ Office Location Map (แผนที่สถานประกอบการ)
A hand-drawn or simple printed map of the office location. DBD accepts clear diagrams — no GPS screenshot required. Must show: nearby roads, landmarks, compass (N/S/E/W), and the office clearly marked.
MUST
✏️ Example: DBD-Accepted Simple Location Map
✅ DBD accepts simple hand-drawn maps. Include: nearby roads, 2–3 landmarks, a compass, and your office marked clearly with ★. You may draw by hand or annotate a printed map.
8
Official DBD Registration FormsPrepared by SMEBAAS from the information you provided above — you sign, we file
OFFICIAL FORMS — SMEBAAS prepares these on your behalf Your signature required on each form
📝 บอจ.1 — Application for Company Registration
Primary application. Company name, address, objectives, capital, director details. All directors must sign.
MUST
🔍 SMEBAAS VERIFICATION
All details match client-provided information
All directors have signed
📝 บอจ.2 — Memorandum of Association (หนังสือบริคณห์สนธิ)
Company name, objectives, capital, promoters, share structure. Must have revenue stamp 200 THB. Signed by all promoters + 2 witnesses. Must be filed within 30 days of name approval.
MUST
🔍 SMEBAAS VERIFICATION
Filed within 30 days of name approval
Revenue stamp 200 THB affixed
All promoters + 2 witnesses signed
📝 บอจ.3 — List of Registered Particulars (รายการจดทะเบียนจัดตั้ง)
Director details, authorized signatories, objects clause. Specifies who has signing authority and conditions (sole or joint).
MUST
📝 บอจ.5 — List of Shareholders (บัญชีรายชื่อผู้ถือหุ้น)
Full list of all shareholders: name, nationality, address, number of shares, and share value. All shareholders must sign.
MUST
🔍 SMEBAAS VERIFICATION
Total shares = registered capital ÷ par value
All shareholders have signed
9
How to Write รับรองสำเนาถูกต้องThe exact format DBD requires on every certified photocopy you submit
Write exactly this on every photocopy:
รับรองสำเนาถูกต้อง
_________________________ (handwritten signature of document owner)
← DO NOT write any date here. Leave this blank. DBD staff will date-stamp it at the counter.
_________________________ (handwritten signature of document owner)
← DO NOT write any date here. Leave this blank. DBD staff will date-stamp it at the counter.
✅ Correct: “รับรองสำเนาถูกต้อง” + your own handwritten signature. Nothing else.
❌ Wrong: Adding any date — this makes the document invalid at DBD
❌ Wrong: A third party signing on behalf of the document owner
❌ Wrong: Using a rubber stamp instead of a handwritten signature (for individuals)
❌ Wrong: Signing only the first page of a multi-page document — sign every page
❌ Wrong: Adding any date — this makes the document invalid at DBD
❌ Wrong: A third party signing on behalf of the document owner
❌ Wrong: Using a rubber stamp instead of a handwritten signature (for individuals)
❌ Wrong: Signing only the first page of a multi-page document — sign every page
10
After Registration — Next StepsLegal obligations immediately following successful registration
POST-REGISTRATION CHECKLIST Complete within 60 days of registration
🏦 Open Corporate Bank Account
Open in the company name. Bring DBD certificate, Articles of Association, and all director IDs.
✏️ Your preference
Preferred Bank
Preferred Branch
📋 VAT Registration (ภาษีมูลค่าเพิ่ม) — if annual revenue ≥ 1.8M THB
Register with Revenue Department (กรมสรรพากร) within 30 days of reaching 1.8M threshold. SMEBAAS handles this for you.
✏️ Revenue estimate
Estimated Year 1 Revenue (THB)
Register for VAT from Day 1?
👔 Work Permit for Foreign Directors (ใบอนุญาตทำงาน)
Any foreign national working in Thailand (including directors) needs a Work Permit. Requires Non-Immigrant B visa. Minimum 2,000,000 THB paid-up capital per foreign employee.
✏️ Work permit needs
Number of foreigners needing Work Permit
Current visa type of each
📊 Monthly Accounting, Bookkeeping & Annual CPA Audit
All Thai companies must maintain accounting records and have financials audited annually by a licensed Thai CPA (ผู้สอบบัญชีรับอนุญาต). Monthly Revenue Department filings also required.
SMEBAAS provides full monthly accounting, payroll, VAT filing, and annual CPA audit. Contact us: Tel 085-509-2525 · smebaasinfo@gmail.com