Generally, there are various types of business registration in Thailand operated by individual owners or by investing in groups of individuals. In order to make the decision of your business types to succeed and achieve your business goals, the entrepreneurs must realise the various components of each business operation, including:

• Nature of businesses
• Capital
• Business Capability
• Partners
• Duties of Business to Government

Before starting the new business in Thailand, it would be better to study about types of Business Registration in Thailand .As per the commercial laws, the Department of Business Development requires registration of four general types of business organisations:

1. Commercial Registration (also known as Sole Proprietorship)

Commercial registration is one of the four types of business registration in Thailand. The business organisation registered as commercial business is any individual or group of individuals, including the juristic person according to foreign laws, that has branches in Thailand. In the meantime, this type of registration refers to all businesses conducted in Thailand, even 1 person conducting or more than that. The business owner is personally liable for all business debts and obligations. There is no separation between personal and business assets. Income from the business is taxed as personal income.

However, there are some businesses under the exemption of commercial registration as follows:

• Stall businesses
• Businesses for religion or charities
• Juristic Person’s businesses established by Act or Royal Decree
• Businesses of any Ministry, Sub-Ministry, or Department
• Businesses of any foundation, association, or cooperative
• Commercial businesses that the Minister notified in the Royal Gazette

Duties of Commercial Businesses

The new commercial businesses must complete the registration with the business sign in front of the head offices and branches within 30 days from the starting date of business. Otherwise, there will be the penalty charge for no more than 2,000 Baht. Any changes related to the certification from the Department of Business Development must process within 30 days, including changes to registered transactions, liquidation of businesses, and loss of the commercial registration certificate.

2.Partnership Registration

Thailand offers another type of business registration known as partnership registration. When two or more individuals agree to start a business as a partnership, the appointed managing partner must take responsibility for the partnership registration. Also, the partners must consider the suitable type of Partnership Registration as followings:

• Ordinary Partnership: This kind of partnership in which all the partners are jointly and unlimitedly liable for all the obligations of the partnership. Partners can choose to register the ordinary partnership as a juristic person or not, resulting in two types of ordinary partnerships as outlined below:
  • Ordinary Partnership that is not registered and lacks legal status as a juristic person
  • Registered Ordinary Partnership with legal status as the juristic person
• Limited Partnership: The kind of partnership in which there are
  • Partners limit their liability to the amounts they agree to contribute to the partnership.
  • One or more partners who are jointly and unlimitedly liable for all the obligations of the partnership.

Only the partners with unlimited liability must manage the limited partnership.

The information used for partnership registration is as follows:

• Reserve the name of the partnership in advance.
  Objective of Partnership
  Location of head office and/or branches
  Provide your name, address, age, nationality, occupation, and the items you have invested in.
• Name of Managing Partner (must be partner without limit)
• Limitation of Managing Partner’s Power (if so)
• Partnership’s Seal

Duties of Partnership Businesses

Applicants must complete this type of business registration in Thailand within 30 days after reserving the name. Submit any other changes or issues related to the laws to the concerned departments within 14 days.

Limited Partnership and Ordinary Registered Partnership according to the Civil and Commercial Code shall be responsible for preparing a yearly financial statement and submitting it to the business information service office, department of business development, or any provincial business development office within 5 months from the closing date, even though your businesses have not yet been started or have not ceased temporarily. Otherwise, they shall have the fine penalty of no more than 50,000 Baht.

In case that the limited partnership or the ordinary registered partnership does not submit the annual financial statement as specified by the law, the managing partner or authorized person on behalf of the partnership will be liable to a fine like the partnership as well.

3.Company Limited Registration

This is the most popular type of Business Registration in Thailand. The company limits its registration to a form of capital divided into equal shares. Shareholders limit their liability to the unpaid amount on their respective shares. The company limited registration must have at least 3 persons signing together in order to prepare Memorandum before the company limited registration. Once receiving the amount of shares, the director must register the company with the Department of Business Development within 3 months from the date of the company’s meeting to establish the company.

Shareholders limit their liability to their share capital. Personal assets remain protected, and shareholders face liability for the company’s debts only up to their investment amount. The company pays corporate tax on its profits, separate from the owners’ taxes. Shareholders pay taxes individually on any dividends they receive.

The shareholders or promoters need to possess the following qualifications:

• Be ordinary person, not juristic person
• Be 12 years old or more
• Must reserve to buy at least 1 share

The company will divide the limited registration into 2 steps as follows:

• Registering the Memorandum
• Registering the Company Limited

The required information to use for registering Memorandum is the followings:

• Company’s Name (must be reserved in advance)
• Location of head office
• Objectives of the company
• Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
• Name, address, age, occupation, and number of shares (that persons who start up the company reserve to buy the shares)
• Name, address, and age of 2 witnesses

Duties of Company Limited Businesses

Registration Duties:

Once receiving the company name, the authorised persons must complete the memorandum registration within 30 days. Then, the company registration will be requested, which takes around 15 days after the memorandum. And, if there are any further changes or issues related to the laws, the authorised persons need to submit the requests to concerns departments within 14 days.

Financial Duties:

The Company Limited must prepare the financial statement once a month in every 12 months, and at least one auditor shall audit to propose to the ordinary shareholder’s meeting to approve the financial statement within 4 months from closing date of each year. Then, the company limited shall submit the financial statement to the business information service office, department of business development, or any provincial business development office within 1 month from the date of financial statement approval; otherwise, they shall have the fine penalty of no more than 50,000 Baht.

In case the company limited does not submit the yearly financial statement as specified by the law, the company will have an offence, and the managing director or authorised director on behalf of the company shall have an offence too.

Shareholders’ Duties:

The director shall prepare a copy of the list of all shareholders’ names that are holding the share at the time of the annual shareholders’ meeting and the list of persons who are not the shareholders from the date of the last shareholders’ meeting. And the lists shall be submitted to the Department of Business Development or any provincial business development office within 14 days from the date of the meeting. Otherwise, they shall have the fine penalty of no more than 10,000 Baht.

The shareholders must arrange the annual shareholders’ meeting within 6 months from the company registration date and arrange the next meeting of at least one time for every 12 months. Otherwise, they shall have the fine penalty of no more than 20,000 Baht.

For more detail on Registration of Company Limited in Thailand, please visit https://smebaas.com/limited-company-thailand/

4. Public Company Limited Registration

This is the last type of Business Registration in Thailand. Public Company Limited Registration is the company established in the purpose of offering shares for sale to the public, and the shareholders shall have the liability limited up to the amount to be paid on shares. The purpose will be indicated in the memorandum of association of the company.

The Public Company Limited Act B.E. 2523 identifies the structure of Public Company Limited as the following:

• Must be 15 shareholders or above
• No minimum amount of Registered Capital
• Each share must have the same value and shareholders must fully pay the shares’ price at only one time.
• Must have at least 5 directors and at least half of the directors must have the registered address in Thailand.

The registration procedure of Public Company Limited has the same criteria as the registration of partnership and company limited. However, there are some more details as follows:

• The ordinary 15 shareholders or above register the memorandum of association and prepare the prospectus for people to buy shares. When the persons who start up the company reserve to buy all the shares as specified in the memorandum of association, they shall call for the meeting for the company’s establishment. Afterwards, the persons who start up the company must submit all the affairs and documents to the directors elected in order to register the company’s establishment in the future.
• Transforming the private company to public company limited can be done when the shareholders’ meeting have the extraordinary resolution according to the Civil and Commercial Code of company limited.

Duties of Public Company Limited Businesses

The public company limited should submit the prospectus to the registrar within 15 days from the date that the prospectus has been submitted to SEC (Securities & Exchange Commission). And the meeting agenda for company’s establishment and company’s regulation submission to the registrar must be processed at least 7 days in advance before the meeting date. Also, the public company limited needs to submit any further changes or issues related to the laws to concerned departments within 14 days.

Duties of a Public Company Limited: Annual Financial Statements and Shareholders’ Meetings Compared to a Private Company Limited, with Additional Requirements:

• The public company limited must submit the list of shareholders at the annual meeting date to registrar within 1 month from the date that the meeting has finished.
• The public company limited must submit the annual report, a copy of the financial statement, and the report of the annual shareholders’ meeting regarding the approval of the financial statement, profit allocation, and dividend payment to the registrar within 1 month after the meeting date when the financial statement receives approval. Additionally, the company must advertise in the newspapers at least once.
• The public company limited has to prepare and keep the company’s account and financial statement and ask the auditors to audit and submit to the shareholders’ meeting for approval.
• The public company limited must submit the annual report and financial statement that the CPA has already audited to the shareholders together with the invitation to the annual shareholders’ meeting.

Foreign SMEs interested in running a business in Thailand can consider and decide on the best type of business registration that matches their business’s nature and other related components. For services of SME Baas, we are able to support you with the whole process of company registration and annual financial statement submission for all types of businesses above, especially Company Limited, which is the most popular with foreign investors and much more profitable to all SMEs.

for more information on 4 types of Business Registration in Thailand . Department of Business Development website is the best sources to provide you all the detail on this issue.

Our professional business services also provide free consultation for all SMEs; please feel free to visit our homepage. for more information.

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