Setting up company - Chumporn

by Panwa Group of Companies

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Setting Up Company, Company Registration, Company Formatting - Chumporn (ªØÁ¾Ã)

What we serve you for set up company in Thailand

Fee;   Baht 15,000.
*** Covering company registration,, Application for Tax ID. Number and VAT.
*** Do not cover; Company Share Certificate, Share Certificate Book.
In case of sending documents to be signed outside Thailand, the above fee will have an additional charge of Baht 5,000.
++ Incase the delay came from your side, which will extend the time for registration more than 1 month, the above fee will have an additional charge at rate 20% per each month of delay.

Other services, if you need;

  • Usage our address for only registration is Baht 12,000 per year.
  • Usage of office address and handling mails. Our fee for 1st month 5,000 Baht, 2nd month onwards 3,000 Baht.
  • Business package; doing business is easy through our services, no need to have office, staff and no need to come to Thailand... you are able to start business here Click Here.
  • Dormant (Shelf) company ready for sale, contact us.

Procedures and Timeline:

Our procedure will be finished within 1 week, below is the sample of timeline. Assume that we have obtained information for setting up a private company from your side by complete the "Setting Up Company Info" on Jan 22, 2010, so below is the process and timeline of company registration:

Step 1: Jan 25 – Reservation of company name
Step 2:

Jan 27– You can sign the registration forms when you come here in Thailand, case of sending by courier to sign outside Thailand, the below timeline will be changed.
Step 3:
Jan 28– We will register your company at the Department of Business Development (DBD). Once finished, you can sign the VAT registration documents and Tax ID card at 5.00 pm. also.
Step 4:
Jan 29 – VAT and Tax ID Card registration will be done, case that Panwa’s address will be used, it can complete only 1 day but case of using other address, it's depend on your support of documents.


  1. Step of company registration, DBD requires Thai shareholder to present their bank statement.
  2. The above timeline may be changed depend on your support of documents and if signatory director will standby here or not.
  3. The above requirement based on usage of Panwa address which mostly required on VAT process will be provided by us,  case of use other address please let us know immediately and be informed that still need to support us about evident of using its address including office’s picture, location map and etc.
Provision Cost, provided by Panwa for Capital Baht 1 million   Capital Baht 2 million
Company Registration
Company Registration - service fee
(case of sending the registration forms outside Thailand to be signed by the promoter or director, will have an extra charge of Baht 5,000)
15, 000.00
15, 000.00
Company Stamp
Tax Identification Card (free of charge)
- 0 -
- 0 -
VAT Registration (free of charge)
- 0 -
- 0 -
Plus Government Fees
Total Company Setting Up Cost

*** Government fee depends on capital, for Baht 1 million is Baht 6,500 and will plus Baht 5,050 for every capital increase of Baht 1 million.***

Required Document for Company Registration:

  1. -       Copy of ID card or Passport of every director(s) with certify.
  2. -       Copy of ID card or Passport of every promoter(s) with certify.
  3. -       Copy of ID card or Passport of 2 witness(s) with certify.
  4. -       Copy of Housing registration.

 Required Documents for Tax ID Number registration: please visit our website at: (free of charge)

 Required Documents for VAT registration (if need to apply): please visit our website at: (free of charge)

Further Information for company registration by Foreigner

 1.Guidelines for forming a limited company in Thailand

We would like to explain you the guidelines for forming a limited company in Thailand as below:

Company Limited
This is a kind of company which is formed with a capital divided into equal shares, the liability of the shareholders being limited to the amount unpaid on the shares respectively held by them.

Corporate name reservation
The name to be reserved must not be the same or close to that of other companies, which approved by the Commercial Registration Department at the Ministry of Commerce. The approved corporate name is valid for 30 days. No extension is allowed.

Establishment of Company Limited
In order to establish a company limited, the registration must be processed according to the following:
    1. Must have at least 3 persons signing together in order to prepare Memorandum and then register. Upon receiving the amount of shares, the director must register as the company within 3 months from the date of company’s meeting to establish the company.

The promoters must have the following qualifications :
            (1) Be ordinary person, not juristic person
            (2) Be 12 years old or above
            (3) Must reserve to buy at least 1 share

Information used to register the Memorandum
            (1) Company’s name (the same as the name reserved)
            (2) Location of head office (located at which province)
            (3) Objective of the company
            (4) Registered capital must be divided into each share with the same value (share’s value must be at least 5 Baht)
            (5) Name, address, age, occupation and number of shares that persons who start up the company reserve to buy the shares)
            (6) Name, address, age of 2 witnesses
    2. When the Memorandum has been registered, shall perform the following:
            (1). Every promoter can manage to reserve and buy all the shares
            (2). When all the shares are reserved, the promoters must not delay to hold a general meeting of subscribers which shall be called the statutory meeting.
    3. Meeting agenda.
            (1) The adoption of the regulations of the company, if any.
            (2) The ratification of any contracts entered into and any expenses incurred by the promoters in promoting the company.
            (3) The fixing of the amount, if any, to be paid to the promoters.
            (4) The fixing of the number of preference shares, if any, to be issued, and the nature and extent of the preferential rights accruing to them.
            (5) The fixing of the number of ordinary shares or preference shares to be allotted as fully or partly paid-up otherwise than in money, if any, and the amount up to which they shall be considered as paid-up.
            The description of the services or property in return for which such ordinary shares or preferred shares shall be allotted as paid-up shall be expressly laid down before the meeting
            (6) The appointment of the first directors and auditors and the fixing of their respective powers.
             No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total number of subscribers entitled to vote, and representing at least one half of the total number of shares to such subscribers.
    4. The promoters shall turn over the business to the directors.
    5. The directors shall request the promoters and subscribers to pay forth with upon each share payable in money such amount, not less than twenty-five percent of the share's value.
    6. When the collection of share’s price is complete, the authorized director shall prepare the request for the registration of company’s establishment and submit to the registrar.
      Regarding the submission for registration, the authorized director shall sign the name on the request and must submit to register within 3 months from the date of company statutory meeting. If not registered within the specified period, the company statutory meeting shall be void and if would like to register to establish the company, shall arrange the meeting for persons who reserve to buy the shares again.
    3. Regarding the company establishment, if can perform every step as follows within the same day that the promoters prepare the Memorandum, and the director can request to register the Memorandum and register the company within the same day.
          (1) Shall have the persons reserve to buy all the shares that the company can be registered.
          (2) Arrange the meeting to establish the company to consider various affairs according to the Civil and Commercial Code, section 1108, and all the persons who start up the company and all the persons who reserve to buy the shares shall attend the meeting, and all of them shall agree in the affairs in the meeting.
          (3) Persons who start up the company assign all the affairs to the director.
          (4) The director call the person who reserves to buy the shares to pay the shares according to the Civil and Commercial Code, section 1110, section 2 and such share’s price has already been paid.


      The registration for a company limited shall be divided into 2 steps as follows:
      1. Registering the Memorandum.
      2. Registering the establishment of a company limited

Tax ID Number 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 start of operations. For more information please visit our website at:

VAT Registration
Business operators earning more than 1,800,000 Baht per annum must register for VAT with in 30 days of the date they reach 1,800,000 Baht in sales. For more information please visit our website at:

2. For the new rules and regulations in registration of a new company in Thailand, please notice that:

a, A private company, mostly the foreigner or foreign company can hold maximum 49% and the other 51% will be held by Thai, to follow this regulation you can find some Thai people to be nominee. However foreigner or foreigne company can hold more than 50% up to 100% to be majority shareholder by 3 channels, please contact us for more information.

b. In case that a foreigner shareholder holds more than 30% of company shares, the Government will require all Thai shareholders to declare their bank statement of the respected amount. In case could not present bank statement, we will avoid this regulation by registration with 2 steps; Please contact for its solution.

Q & A

Q1: Are we allowed to transfer from Thai Majority company to Foreign Majority company?
Panwa: Yes, you are allowed to transfer from Thai Majority shareholder company to Foreign Majority shareholder company, but it needs time around 2 months for approval and obtain the permission license from the government before you carry on business in Thailand.
Q2: What is the minimum investment capital requirement?
Panwa: Case of ordinary company in Thailand not require for minimum capital, it only requires a par value at least Baht 5 per share and at least 3 shares minimum, but its investment should have concern on other objectives also such as;
- Work permit for foreigner, required capital each 1 work permit application must invest capital of Baht 2 million.
- BOI, need to study on the right and privilege by below link of this email.
Q3: What is the rule & regulation apply in-order to be 100% foreign ownership?
Panwa: Please visit   for the guidelines of owning 100% by foreigner, for the annex1 do not allow and for the annex 2 and annex 3 allow to apply that it takes time around 2 months to get approval.
Q4: What will be the minimum capital requirement to reg. Thai Majority Company?
Panwa: Answer as no. 2 above.
Q5: How long is the procedure of reg. the company?
Panwa: Normally within 1 week, except of set up by Thai Majority ownership and its Thai Shareholder cannot present their investment ( Bank Statement for its capital).
Q6: How many nominee shareholder is required, min & max?
Panwa: For setting up company in Thailand, required shareholder is at least 3 persons case of need the nominee of Thai Majority Shareholder, it’s required to have at least 1 person.
Q7: What will be the complication when we want to transfer to Foreign Majority company?
Panwa: If you want to set up by Foreign Majority Company and get the privileges from the BOI, we advise you 2 options below:
a>. to apply BOI first after you get the letter form the BOI Department (notification letter received), you shall start setting up company that means the company can be owned by foreigner or foreign company 100%. Anyway you can learn the Policies and Criteria and The Rights and Privileges from BOI as our knowledge website below link:
b>. to set up by foreigner hold the shares 100% after that apply to get the license from the government (under Foreign Business Act.) for carry on business in Thailand take time around 2 months or more, anyway you should study guidelines as attachment for the kind of business that allowed on only annex 2 and annex 3.
Q8: Can I suggest the 2 director which authorized to sign for & On behalf of Directors in the Financial Report or bank ect..
Panwa: Depend on case such as; for signing on the financial statement must be signed by authorized director only (can’t give authorization to other), for bank you can authorize other anyway bank will request Minutes of Directors Meeting and inside must declare its scope of signing and range of amount.
*** Authorized director(s) = can be only one or more depend on the registration document or Affidavit, normally these authorized director(s) must sign on the formal document such as financial statement, anyway for some kind of document may give authorization letter to another person such as application for tax ID Card or engage someone in Minutes of Directors Meeting to do on behalf of them such as contact to bank.

Q9: Can the foreign comapny hold some share? If so, what its requirement.
Panwa: Yes, can holding of some shares by Foreign Company,  the following is needed to provide and be certified by signatory director(s)::

  • Affidavit of foreign company
  • Company Certificate of foreign company
  • Copy of passport of authorized director(s).
Q10: What does the proper form for setting up our business in Thailand.
Panwa: The proper kind of forming or setting up business in Thailand, for your case, you are able to choose many kind of formation such as a private company limited, limited partnership, branch of foreign company(case of have company in oversea). Anyway we would like to recommend you to choose the kind of a private company limited because it is the most chosen form of setting up company by foreigner or foreign company and it is flexible on incentive of corporate income tax (if capital is not over than Baht 5 million).

Q11: Can we deal with all formalities basing on our letter of authorization (we would like to deal remotely with as many formalities as possible, in order to save time spent in Bangkok)
Panwa: Yes, you can give us the letter of authorization for setting up company in Thailand, our team will prepare all forms and sending you via courier to sign outside Thailand in order to save time and cost for visiting here.

Q12:  We are Singaporean Company base in Singapore we want to set up company in Thailand without office and staff there, can do? If can’t how we solve this?
a. A private company in Thailand must to declare address (location in Thailand) in step of register “Memorandum” follow the Civil and Commercial Code sector 1098. Panwa has service for using our address for its setting up, our fee is Baht 10,000 per year.
b. A private company no need to have staff here in Thailand, management can be done outside Thailand, anyway you must consider many function under Thai Law such as; compliance the taxation in Thailand (some kind base on monthly, half-year, and yearly), a chartered accountant with bachelor’s degree in Accounting major to be accountant of your company, filing the financial statement to Ministry of Commerce and Revenue Dept. and etc, anyway all kind of the said functions in Panwa we are available to support your company.
Our support cover all above including financial functions, vist our website at;

Q13: In Malaysia, we (a limited company) must have a minimum of one Company Secretary, according to Companies Act, 1965, in Thailand has similar regulation like this for company limited to comply or not?
Panwa: No requirement of Company Secretary in Thailand, but Under Accounting Act B.E.2543 and Accounting Profession Act B.E.2547, all juristic company, partnerships, branches of foreign companies and joint ventures are required to have Qualified Accountant (Chartered Accountant) to apply with the Ministry of Commerce on behalf of your entity especially when end of accounting period the said accountant still has responsibility to sign - endorse on Sor.Bor.Chor.3 Form (Financial Statement Submission Form) as same as director(s). 
Our support for chartered accountant, visit our website at;
Our support for Company Secretarial Service, visit our website at;

Q14: What type of business which alien are not allow to carry on in Thailand.
Panwa: All of 3 annex as enclosed Alien(Foreign) Business Act.1999 are not allow alien to carry on business in Thailand or can’t hold the share less than 50% except
- for annex 2 alien can hold share up to 60% if obtain license approved by Department of Business Development and can hold share up to 75% if obtain license approved by Minister and
- for annex 3 alien can hold the share over 50% up to 100% when obtain license from Department of Business Development, refer to Sector 15 of Alien Business Act.1999.
*** For more information of Alien (Foreign) Business Act.1999 and its annexs, please visit our website at:
Q15: How many Directors required in the company? Can foreigner become a Director?
Panwa: No required number of directors, at least 1 can and this can be a foreigner director.
Q16: What are Government expected tax amount of dormant company I have to take in consideration for one year?
Panwa: Taxation of dormant company base on kind of related tax below;
a. Corporate income tax (CIT), imposed base on “net profit” below is tax rate for year 2008(2009 may be change);

Net profit

Incentive for SME
Capital not exceeding
Baht 5 million

Ordinary company
Capital exceeding
Baht 5 million

0 – 150,000



150,001 - 1,000,000



1,000,001 – 3,000,000



Over 3,000,000



 Normally, net profit will be calculated by = Income – Expenditure, for this should concentrate on kind of income as below situation:

  • You put capital fund into bank( such as saving account), this kind of income is “Interest from Bank”
  • You do not put that capital fund into bank that mean still keep in your bank, that fund must be recorded as “Loan to director”, this kind of income is “Interest” form its loan. Applicable interest rate for this borrowing is 4% per annum.

 Example;  Case study:
Capital is Baht 10 million, Expenditure Baht 20,000 for 1 year period, tax amount will be paid is Baht

(4%10,000,000 – 20,000 = Net profit = 380,000 Baht,
CIT - Tax amount = 30%380,000 =  Baht 114,000 per year)
**SBT – Tax amount = 3.3% of 400,000 = Baht 13,200 per year, will be paid when settle interest of loan.

Remark; We advise you avoid a huge of tax amount by 2 ways below:

  • 1. Setting up company with capital no exceeding Baht 5 million
    In the same case study; tax amount for capital Baht 5 million is
    CIT = Baht 4,500
    per year.
    **SBT = Baht 6,600 per year.
  • 2. Setting up company with capital no exceeding Baht 5 million and paid up only 25% of registered capital.
    In the same case study; tax amount for capital Baht 5 million with paid up capital 25% is
    CIT = Baht 0.00
    per year.
    **SBT = Baht 1,650 per year.

b. Half year tax, except for the first year, for the second year and onward will be paid at least 50% of CIT, and can use its tax as credit amount for CIT’s calculation at ending period.

c. Monthly withholding tax, will withhold and be paid within 7th day of the following month. Normally, dormant company no business activity will no withholding tax amount.

 d. VAT, there are no requirement for registration of dormant company because of income still not exceeding Baht 1.8 million. VAT registration can be done later when start the business activity.

e. **Special Business Tax (SBT), base on “Interest Income” from “Loan to director” by applicable tax rate is 3.3% per annum.

Q16: I have my other questions answered already from your website, all i want to know now is if i setup in bangkok, can i operate in phuket?
Panwa: You can operate a business in Phuket since you register your company in Bangkok but you must register Phuket as a branch because you will generate your income from there.

Q17: Is the company registration provincevise or city vise or all over thailand can be used?
Panwa: When you register your company name, this will be registered in the whole of Thailand and thus can be used in any province such as Phuket. No other company can make use of that name in thailand.
Q18: Currently we do not have office in Thailand, we wish to put the registered address under your company address.
Panwa: Yes, our office can provide the address for registration company our fee is Baht 12,000 per year.
Anyway we can provide you with additional services such as secretarial service. Please reach our scope and fee in our website at:
Q19: I would like to secure my interests in the company so as any decisions that are made by both myself and my wife, not just my wife.
Panwa: you can mention on the incorporated document that the authorized signatory will be yours as well as your wife’s signature together.

Accounting, Auditing, Tax and Incorporated registration in Chumporn click here.

For your need in above package of doing business here in Thailand, contact us:
Phone Nos.:
+66 2 933 6121, +66 2 933 6122, +66 2 933 5601
(for call inside Thailand use 0 instead of +66)
+66 2 933 6120
Please CC: to our alternate email:



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