Memorandum of Assoc.

Make a memorandum of association. Enter in the application the name of the company, that has been successfully reserved, the province where the company will be located, address of the principal office, nature of business, capital to be registered, number of shares, par value, names, addresses, ages, occupation, number of shares subscribed by promoters (each of which is to subscribe at least one share), signatures of all promoters. An application for registration of memorandum of association (with a 200-Baht stamp duty) shall be submitted by any promoter or his attorney.

A memorandum of association must be filed with the Commercial Registration Department.

At the formation step, the authorized capital, although partly paid, must all be subscribed by the initial shareholders. Thai law does not provide for treasury shares. Although there are no minimum capital requirements, the size of the capital should be respectable enough and adequate for the intended business operation. The memorandum registration fee is 50 Baht per 100,000 Baht of registered capital. The minimum fee is 500 Baht, the maximum 25,000 Baht.

Next step is to convene a statutory meeting. Once the share structure has been defined, a statutory meeting is called. A minimum of 25 percent of the par value of each subscribed share must be paid.

Authorized Capital, Shareholding Structure, Shares, Shareholders

Although there is technically no minimum prescribed share capital for a company with limited liability, the authorized capital should be chosen in a realistic manner to cover the anticipated initial set-up cost of the operation, as well as represent a credible legal entity. Please note that paid-up capital must be at least THB 3 Million in order for the entity to qualify for protection from the FBA under the Amity Treaty. Further, for each foreign employee holding a Work Permit and long term visa in Thailand, the company must show a capitalization of not less that 2 million THB.

Company Directors

Please specify the names, addresses, and occupation of the proposed foreign company’s directors. There are presently no specific requirements regarding the number or nationality of company directors for a Thai Private Limited Company.

Registered Corporate Address

This can be any valid street address, as long as either the owner or the legal tenant are prepared to confirm in writing that the company is authorized to occupy the premises. Unless you have a suitable address you can name, we can provide as an interim solution our office address for this purpose. An easy and economical solution is to use one of our furnished and fitted Serviced Offices. This allows you to use our address for Company Registration and business presence purposes. Please inquire about availability and our affordable rates.