COMPANY FORMATION
Company Limited Registration
According to the Civil and Commercial Code
Company Limited
Is that kind of company which is formed with a capital divided into egual shares, the liability of the shareholders being limited to the amount unpaid on the shares respectively held by them.
Establishment of Company Limited
To establish the company limited, shall process 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 more
(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 manage to reserve and buy all the shares
(2). When all the shares are reserved, the promoters must with out delay 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 whice they shall be considered as paid-up.
The description of the services or property in return for which such ordinary shares or perference 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 respectivepowers.
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 over the business to the directors.
5. The directors shall the reupon cause the promoters and subscribers to pay forth with upon each share payable in money such amount, not less than twenty-five percen 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.
Registration
The company limited’s registration shall be divided into 2 steps as follows :
1. Registering the Memorandum.
2. Registering the company limited’s establishment
The registration of the modification / change or liquidation of the company limited
In case that the company limited agrees to modify or change any registered transactions or the shareholders would like to liquidate the business, shall request for the registration of the modification / change of such transactions or registration of the company’s liquidation at the company and partnership registration office that the head office of the company is located on.
The registration to establish and modify any transactions shall be performed according to the method and criteria specified by the law and the government’s rules.
Registered Transaction that the Company has to register to Modify or Change
1. The modification or change of memorandum before the company’s establishment
2. Extraordinary resolution to
(1) Increase capital
(2) Decrease capital
(3) Merge the company
3. Company’s merger
4. The modification or change of memorandum of association after the company’s establishment
5. Capital increase
6. Capital decrease
7. Regulations’ modification
8. Director
9. Number or name of authorized directors
10. Location of head office and / or branches
11. Company’s seal
12. Other transactions that should be publicized
Place for Registration (the same as partnership)
Registration Procedure
1.Submit in person can perform according to the following :
(1) In case of registering for the establishment or changing the company’s name, the persons who start up the company or company’s director shall request for verifying and reserving the company’s name to confide that such name is not duplicated or similar to other names pervious registered. Upon reserving the name, shall request for the registration of memorandum of association within 30 days by reserving the name in person or via internet at www.dbd.go.th .
(2) Purchase the request and form from the Department of Business Development or any of 7 business development office or provincial business development office or download from internet from www.dbd.go.th .
(3) Prepare the request for registration and other attachments to the registrar for consideration.
(4) Pay the fee according to the officer’s order
(5) If aiming to issue the certificate of registered transactions, shall submit the request and pay the fee to the officers.
(6) Receive the certificate of registration.
2.Steps for registering partnership and company via internet (see the steps in partnership)
Criteria of Signing the Signature on the Request for Registration
(1) The signature in the request and the attachments, the person shall sign by him / herself.
(2) The signature in the request, the person shall sign in front of the registrar and demonstrate the ID card to the registrar for verification.
In case that the person cannot sign the name in front of the registrar, the person who request shall sign the name in front of the following person :
2.1 In case of signing in the country
(1) Administration Officer or Senior Police in the area of the person who requests.
(2) Member of Thai BAR or
(3) Other persons as notified by the central registrar are
- Certified Public Account
- Committee member or officer of the Thai chamber of commerce or provincial chamber of commerce who can certify the signature of persons who request for the registration of partnership / company with the head office located in the province that the Chamber is located according to the notification of the Central Partnership Registration Office.
2.2 In case of signing in foreign countries
(1) Authorized officer of the Thai embassy or consulate, or head of the office under the Minister of Commerce responsible for the operations in any country or other officers authorized to perform on behalf of such abovementioned person
(2) Person who can completely certify according to the law of that country and
(3) 2 Reliable persons who can certify in front of the registrar that the signature is such person’s signature.
Duties of Company
(1) The company limited must prepare the financial statement once a month in every 12 months and at least one auditor shall audit to propose to the ordinary shareholder’s meeting to approve the financial statement within 4 months from the closing date, and submit the financial statement to the business information service office, department of business development, or any provincial business development office within 1 month from the date of financial statement’s approval although such businesses have not yet been started or have not ceased temporarily; otherwise, they shall have the fine penalty of no more than 50,000 Baht.
(2) The director shall prepare the copy of list of all shareholders’ names that are holding the share at the time of the annual shareholders’ meeting and the list of persons who are not the shareholders from the date of the last shareholders’ meeting and submit to the department of business development or any provincial business development office within 14 days from the date of the meeting; otherwise, they shall have the fine penalty of no more than 10,000 Baht.
(3) Must arrange the annual shareholders’ meeting within 6 months from the juristic person’s registration date, and arrange the next meeting of at least one time for every 12 months; otherwise, they shall have the fine penalty of no more than 20,000 Baht.
The invitation for the shareholders’ meeting shall be advertised on the local newspaper for at least one time of at least 7 days before the meeting date, and shall send via reply mail to every shareholder named in the company’s registration for at least 7 days before the meeting date, except the invitation for the shareholders’ meeting to vote for the extraordinary resolution shall be sent for at least 14 days before the meeting date.
(4) Must prepare share certificate to the company’s shareholders; otherwise, they shall have the fine penalty of no more than 10,000 Baht.
(5) Must prepare the book of shareholders’ registration of the company; otherwise, they shall have the fine penalty of no more than 20,000 Baht.
(6) Any companies that relocate the location of head office must request for the registration to the registrar; otherwise, they shall have the fine penalty of no more than 20,000 Baht.
In case that the juristic person does not submit the yearly financial statement as specified by the law, such juristic person has offense, and the managing director or authorized director on behalf of the juristic person shall also have the offense too.
Businesses that the Law specifies the period of time of submitting the registration
1) Request for registering the company’s establishment shall be submitted within 3 months from the date of company’s establishment.
2) Request for registering the appointment of new directors or the resignation of directors shall be submitted within 14 days from the date of appointment or date of resignation
3) Request for registering the extraordinary resolution of capital increase or capital decrease of the company limited or the company’s merger shall be submitted within 14 days from the extraordinary resolution date
4) Request for registering the new regulation or modification of the company limited’s regulation must be submitted with 14 days from the extraordinary resolution date
5) Request for registering the company’s merger shall be submitted within 14 days from the date of merger
6) Request for registering the company’s liquidation shall be submitted within 14 days from the liquidation date
7) Request for registering the change of liquidator shall be submitted within 14 days from the date of change
8) Request for registering the modification of liquidator’s authority shall be submitted within 14 days from the date that the meeting has the resolution or the court has the decision
9) Request for registering the completeness of the company’s liquidation shall be submitted within 14 days from the date that the meeting has the resolution
10) The submission of the report of partnership’s liquidation shall be submitted every 3 months and the liquidator shall submit the report within 14 days from the date that the 3-month period expires.
