Company Limited – WP Legal

To start a business in Thailand, we recommend a Company Limited. It is the most widely used structure for both Thai and foreign-owned businesses because it separates the business from its owners, can be shaped to the shareholders’ intentions, and is understood by banks, landlords, customers and regulators.
The main advantages are:

Limited liability: a shareholder’s liability is limited to the unpaid value of the shares held.
Tax benefit: corporate income tax is calculated on profit, not revenue, and business expenses are deductible. SMEs pay 15% after an exemption of the first THB 300,000 of profit; the standard rate is 20%.
Foreign ownership: the Foreign Business Act restricts foreigners from many types of business. A company with a foreign minority shareholding is generally treated as Thai and is not subject to those restrictions, provided the Thai shareholders hold genuine capital, voting rights and dividend rights.
Convenient to restructure: share classes can carry different rights, shares transfer easily, and M&A, joint ventures and corporate finance all work with a Company Limited.
Credibility: a registered company can open bank accounts, sign leases, hire staff, sponsor work permits for foreign employees and contract with larger customers far more easily than an individual or an unregistered business.

Requirement of Company Incorporation
- Minimum 2 shareholders and 1 director (a foreign director needs a work permit and visa).
- Registered capital that reflects the actual investment. Where there is a foreign shareholder, a bank letter confirming the Thai shareholders' funds, in proportion to their shareholding, is required.
- Registered address with the landlord's consent letter. For VAT registration, virtual offices and condominium addresses are not accepted.
- Business objects that describe the activities the company will carry on, worded broadly enough to cover planned growth.

How we help
We reserve the company name, prepare the memorandum of association and the Articles of Association, and handle registration with the Department of Business Development. We then coordinate the tax registration and, where needed, VAT, social security and work permits for foreign directors and staff. Tell us the business, the shareholders and the intended capital, and we will confirm the structure and the foreign ownership position before anything is filed.