Limited Company Registration Pattaya

Procedures to Register a Thai Limited Company in Pattaya

Reserve Your Proposed Company Name

The Thai limited company name reservation must follow the guidelines of the Department of Business Development (DBD) of the Ministry of Commerce amongst other guidelines. Thai companies wished to register their company names must first reserve their company name with the DBD. Section 1098 of the civil and Commercial Code provides that the name of the proposed company must always end with the word “limited”. The name reservation can be done online at the DBD website. This name reservation is normally approved within 1-3 days. Company names are subject to the guidelines of the Business Department. Once the company name is approved, this shall be used in the incorporation documents needed for company registration.

File a Memorandum of Association

The Memorandum of Association of the Thai limited company must to be filed with the relevant Thai authorities. The Memorandum of Association contains the following:

1. The name of the proposed company;
2. The part of the Kingdom in which the registered office of the company shall be situated;
3. The objectives of the company;
4. A declaration that the liability of the shareholders shall be limited;
5. The amount of share capital with which the company purposes to be registered and the divisions thereof into shares;
6. The name, addresses, occupations, and signatures of the promoters and the number of shares subscribed by each promoter.

Company Registration

Company Registration

To establish a Thai limited company, it has to be registered with the Thai government. The Department of Business Development of the Ministry of Commerce has been tasked to receive business development and promotion duties, the registration duties and the promotion of trade association and chamber from Department of Internal Trade and new duties, namely, service and e-commerce business promotion as well as perform its original duties such as business registration duties, business supervision, and business services. When a company is not duly registered with the DBD, then, it has no legal entity and right to conduct its business operations in Thailand.

VAT or SBT Registration

Depending on its business activities, a Limited Company may have to register for the Value Added Tax or Specific Business Tax.

Value Added Tax (VAT) has been implemented in Thailand since 1992. VAT is an indirect tax imposed on the value-added of each stage of production and distribution. Any person or entity who regularly supplies goods or provides services in Thailand and has an annual turnover exceeding 1.8 million baht is subject to VAT in Thailand. Service is deemed to provided in Thailand if the service is performed in Thailand regardless of where it is utilized or if it is performed elsewhere and utilized in Thailand.

Specific Business Tax (SBT) is another kind of indirect tax likewise introduced in 1992 to replace Business Tax. Certain businesses that are excluded from VAT will instead be subject to SBT. Any person or entity who engages in certain businesses in Thailand is subject to SBT instead of VAT. The following businesses are subject to SBT:

1. Banking;
2. Business of finance, securities and credit foncier;
3. Life insurance;
4. Pawnbroking;
5. Business with regular transactions similar to commercial banks such as provisions of loans, provisions of guarantees, exchange of currencies, issuance, purchase or sale of bills or transfer of money abroad by different means;
6. Sale of immovable property in a commercial or profitable manner; and
7. Sale of securities.