There are three Structures for business in Thailand.
Thai and Western concepts of partnership are broadly similar. Thailand provides for three general types of partnerships: unregistered ordinary partnerships, registered ordinary partnerships and limited partnerships.
There are two types of limited companies: private companies and public companies. The first is governed by the Civil and Commercial Code, the second by the Public Company Act.
A joint venture may be described in accordance with general practice as a group of persons (natural and/or juristic) entering into an agreement in order to carry on a business together. This has not yet been recognised as a legal entity under the Civil and Commercial Code. However, income from the joint venture is subject to corporate taxation under the Revenue Code, which classifies it as a single entity.
The registration of a company in Thailand
STEP 1: CORPORATE NAME RESERVATION
The name to be reserved must not be the same or close to that of any other company. Certain names are not allowed and therefore the name reservation guidelines of the Business Development Office in the Ministry of Commerce should be observed. The approved corporate name is valid for 30 days so that you have time to register. No extension is allowed.
STEP 2: FILING OF MEMORANDUM OF ASSOCIATION
A Memorandum of Association is to be filed with the Business Development Office. It must include the name of the company that has been reserved, the province where the company will be located, its business objectives, the capital to be registered, and the names of the seven promoters.
The capital information must include the number of shares and their par value. At the formation steage, the authorised share capital, although partly paid, must all be issued. Although there are no minimum capital requirements, the amount of the capital should be respectable enough and adequate for the intended business operation.
STEP 3: CONVENE A STATUTORY MEETING
Once the share structure has been defined, a statutory meeting is called during which the articles of incorporation and bylaws are approved, the Board of Directors is elected and an auditor appointed. A minimum of 25 percent of the par value of each subscribed share must be paid.
STEP 4: REGISTRATION
Within three months of the date of the Statutory Meeting, the directors must submit the application to register the company. Company registration fees are 500 baht per 100 baht of registered capital. The minimum fee is 5 baht; the maximum is 250 baht.
STEP 5: TAX REGISTRATION
Businesses liable for income tax must obtain a tax I.D. card and number for the company from the Revenue Department within 60 days of incorporation or the start of operations. Business operators earning more than 600 baht per annum must register for VAT within 30 days of the date they reach 600 baht in sales.