What are the procedures and documents of foreign shareholders?

Most foreigners prefer to enter Thailand for work, investment, or have a Thai family, or a permanent resident. Have you ever wondered what if they want to do business and hold shares in Thailand, what to do? Wonderful Package would like to recommend good information for foreigners who are interested in doing business and holding shares in Thailand.

There are 2 cases of company registration in Thailand for foreigners.

Case 1 Thai company registration is Thai people have to hold shares at least 51% and foreigners hold the share not more than 49% and it can do any business according to Thailand laws.
Case 2 Other nationalities company registration is foreigners hold the share 50-100% and must apply for a foreign business license instead.

Remarks: If foreigners hold shares in a limited company from 40-49% or less than 40% of the registered capital and have the power to sign or act on behalf of a limited company, all Thai shareholders need to send proof of origin of their investments and must consistent with the paid-up capital of each shareholder.

The evidence showing the origin of the investment is as follows:

1. Certificate of shareholders' financial status from the Bank of Thailand
2. Copy of Book Bank
3. Copy of Bank Statements for the past 6 months
4. Copy of Evidence showing the source of funds to pay for shares

However, please attach a copy of the passport of the foreign director authorized to sign the registration application for use as registration documents.

The process of company registration in Thailand for foreigners is as follows;

1. Check and reserve the company name
   The name of the company must not the same or similar to the previously registered. Once you get the name, you can reserve the company name in 2 ways.
   - Reservation through the Department of Business Development in the district or the Provincial Business Development Office where the establishment is located.
   - Online reservation by apply for a membership at the Department of Business Development website.
   However, you can reserve 3 names for registration of the company with results within 30 minutes. Once the names are reserved, the memorandum of association must submit within 30 days.
2. 3 or more promoters join together to prepare the application for registration of the memorandum of association* and supporting documents then apply for registration.
3.  The promoter must arrange that all of the shares of the company to be formed has been purchased.
4.  Conduct a company establishment meeting by notifying the share reservation holders at least 7 days in advance of the meeting date.
5. After the meeting to set up the company and appoint the directors of the company, the promoters must assign the business to the company's directors to run it.
6. The directors will notify the promoters and a minimum of 25% of the par value of each subscribed share must be paid.
7. Once received the payment of the shares, the directors will prepare a company registration application and supporting documents. They have to register a company within 3 months from the establishment of the company establishment meeting.

*Good to know:
A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. It can register companies and memorandum of association at the same time so the operators should prepare the documents for accuracy and speed.

The information to be prepared is as follows:

• Company name (same as reservation name)
• Head office / branch location
• The objectives of the company without violating the law peace or morality
• The amount of registered capital at least 1 million baht
• Promoter information that is registering a company must be three or more promoters.
• Shareholder Information such as the names, nationality, addresses, and the number of shareholders. The shareholder is not necessarily the founder, other people can become shareholders in the company.
• Witness information. The company registration will require 2 witnesses.
• Company registration meeting details such as the articles of Association of the Company, company directors, auditors, etc.

List of Evidence and Supporting Document to Apply for a Business License in 3 cases

Case 1 Company is a Natural Person 

1. Application for Business License Tor. 3 (3 pages)
2. A copy of passport
3. A copy of the house register, a certificate of residence in the Kingdom or evidence of permission to enter the Kingdom for a temporary stay under the law on immigration of the representative appointed.
4. A certification by the applicant that the applicant, director, manager or representative appointed possesses the qualifications and is not under a prohibition under section 16 of the Foreign Business Act, B.E. 2542 (1999).
5. A declaration of the details of the type of business for which the license application was made.
6. A map indicating the approximate location of the place of business operation in Thailand.
7. A power of attorney in the case where another person has been authorized to act on the applicant’s behalf.
8. Supplementary Documents (if any)

Case 2 Company is a Juristic Person not Registered in Thailand 

1. Application for Business License Tor. 3 (3 pages)
2. A copy of a certificate or evidence of juristic person status containing particulars of the name, capital, paid-up capital, list of shareholders, objects, place of business, name list of directors and signatories who are authorized to bind the juristic.
3. A letter of appointment of a representative issued by the authorized signatory as appointer of a representative to have charge and of the business operations in Thailand on behalf of juristic person.
4. A copy of the passport, identification document for foreigners or identifications card of the representative appointed.
5. A copy of the house register, a certificate of residence in the Kingdom or evidence of permission to enter the Kingdom for a temporary stay under the law on immigration of the representative appointed.
6. A certification by the applicant that the applicant, director, manager or representative appointed possesses the qualifications and is not under a prohibition under section 16 of the Foreign Business Act, B.E. 2542 (1999).
7. A declaration of the details of the type of business for which the license application was made.
8. A map indicating the approximate location of the place of business operation in Thailand.
9. A power of attorney in the case where another person has been authorized to act on the applicant’s behalf.
10. Supplementary Documents (if any)

Case 3 Company is a Juristic Person Registered in Thailand

1. Application for Business License Tor. 3 (3 pages)
2. copy of a certificate or evidence of juristic person status containing particulars of the name, capital, paid-up capital, list of shareholders, objects, place of business, name list of directors and signatories who are authorized to bind the juristic.
3. A certification by the applicant that the applicant, director, manager or representative appointed possesses the qualifications and is not under a prohibition under section 16 of the Foreign Business Act, B.E. 2542 (1999).
4. A declaration of the details of the type of business for which the license application was made.
5. A declaration of the proportion of shareholdings between Thai persons and foreigners and the number of shares and the class or kind of shares held by foreigners.
6. A map indicating the approximate location of the place of business operation in Thailand.
7. A power of attorney in the case where another person has been authorized to act on the applicant’s behalf.
8. Supplementary Documents (if any)

Company registration fees are as follows:

1. Register for the Memorandum of Association fee is 50 baht per 100,000 baht of registered capital. The minimum fee is 500 baht and the maximum fee is 25,000 baht.
2. The company registration fee is 500 baht per 100,000 baht of registered capital. The minimum fee is 5,000 baht and the maximum fee is 250,000 baht.
3. Issue a certificate fee is 200 baht per paper
4. Certificate of registration fee is 100 baht per paper
5. Certified copies of documents fee is 50 baht per page

Anyway, Wonderfulpackage recommends foreigners to learn more about the company they wish to set up and register as well. You will be able to prepare your expenses accordingly. You can start your own company through the online channels of the Department of Business Development or if you are unsure whether to do it correctly or do not have time to process it, we recommended you to find a support office instead.

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