In order to set up a limited company in Thailand, presently the following procedures should be
1/Reservation of your Company Name. The name to be reserved must not be the same or similar to the name of any other companies. Some names are not allowed and the name reservation guidelines of the Commercial Registration Department in the Ministry of Commerce need to be observed. The approved company name is valid for 30 days. No extension is allowed.
2/File a Memorandum of Association. A Memorandum of Association must be filed with the Commercial Registration Department. This shall include the name of the company that has been successfully reserved, its business objectives, the capital to be registered, the province where the company will be located, and the names of three promoters. The capital information must include the number of shares and the value per share. At the time of formation, the authorized capital, although partly paid, must all be issued.
Although there are no minimum capital requirements, the amount of the capital should be of a respectable amount, and adequate for the business operation to function healthily. The Memorandum registration fee is 50 THB for every 100,000 THB of registered capital. The minimum fee is 500 THB and the maximum is 25,000 THB.
3/Convene a Statutory Meeting. Once the share structure has been decided, a statutory meeting needs to be called, during which the bylaws and articles of incorporation are approved, the Board of Directors is nominated and an auditor selected. A minimum of 25% of the value of each subscribed share must be paid.
4/Registration. Within three months of the date of the Statutory Meeting, the directors must submit their application to establish the company. The Company registration fees are 500 THB per 100,000 THB of registered capital. The minimum fee is Thai 5,000 THB, and the maximum is 250,000 THB.
5/Tax Registration. Within 60 days of incorporation, or within 60 days of the start of operations, businesses liable for income tax must obtain a tax identity card and a number for the company from the Revenue Department. Business operators earning more than 1,800,000 THB per annum must register for VAT within 30 days of the date they reach that figure in sales.
Companies must keep accurate books and follow the accounting procedures which are specified in the Accounts Act, the Civil and Commercial Code and the Revenue Code. Documents may be prepared in any language, provided that a Thai translation is attached. All accounting entries should be typewritten, printed or written in ink. Specifically, Section 1206 of the Civil and Commercial Code provides rules on the accounts that should be maintained as follows:
The directors must cause true accounts to be kept:
- Of the sums received and expended by the company.
- Of the matters in respect of which each receipt or expenditure takes place.
- Of the assets and liabilities of the company.
1/Imposition of Taxes. Companies are required to withhold income tax from the salary of all regular employees. Value Added Tax of seven per cent is levied on the value added at each stage of the production process, and is applicable to most firms. This VAT must be paid every month. A specific business tax is levied on companies that engage in several categories of businesses that are not
subject to VAT. This tax is based on gross receipts, at a variable rate ranging from 0.1 % to 3.0 %. Corporate income tax is 30 % of net profits and is due twice each economic year. A mid-year profit forecast entails advance payment of these corporate taxes.
2/Annual Accounts. A newly-established company or partnership should close accounts within 12 months of the date of registration. Thereafter, these accounts should be closed every 12 months. The performance record has to be certified by the company auditor, approved by the shareholders, and filed with the Commercial Registration Department, at the Ministry of Commerce, within five months of the end of the financial year, and with the Revenue Department, at the Ministry of Finance, within 150 days of the end of the financial year.
If a company wishes to change its accounting period, it must obtain written approval from the Director General of the Revenue Department.
3/Accounting Principles. Broadly speaking, accounting principles practiced in the United States are acceptable in Thailand, as are accounting methods and conventions as sanctioned by law. The Institute of Certified Accountants and Auditors of Thailand is the authoritative group promoting the application of
generally accepted accounting principles. Any accounting method that a firm chooses to adopt must be used consistently, and may be changed only with approval of the Revenue Department.
Certain accounting practices of note include:
Depreciation. The Revenue Code permits the use of varying depreciation rates according to the nature of the classes of assets which have the effect of depreciating the assets over periods that may be shorter than their estimated useful lives. These maximum depreciation rates are not mandatory; a company may use lower rates that approximate the estimated useful lives of the assets. But if a lower rate is used in the books of the accounts, the same rate must be used in the income tax return.
Accounting for Pension Plans. Contributions to a pension or provident fund are not deductible for tax purposes unless these are actually paid out to the employees, or the fund is approved as a qualified fund by the Revenue Department and is managed by a licensed fund manager.
Consolidation. Local companies with either foreign or local subsidiaries are not required to consolidate their financial statements for tax and other government reporting purposes, except for listed companies which must submit consolidated financial statements to the Securities and Exchange Commission of Thailand.
Statutory Reserve. A statutory reserve of at least five percent of the annual net profits arising from the business must be appropriated by the company at each distribution of dividends until the reserve reaches at least 10 % of the company's authorized capital.
Stock Dividends. Stock dividends are taxable as ordinary dividends and may be declared only if there is an approved increase in authorized capital. The law requires the authorized capital to be subscribed in full by the shareholders.
4/Auditing Requirements and Standards. Audited financial statements of juristic entities (that is, a limited company, a registered partnership, a branch, or representative office, or a regional office of a foreign corporation, or a joint venture) must be certified by an authorized auditor, and submitted to the
Revenue Department and (except for joint ventures) to the Commercial Registrar for each accounting year. Auditing standards conforming to international auditing standards are, to the greater extent, recognized and practiced by authorized auditors in Thailand .
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