Company Registration in Phuket

Phuket is not only known for being a favorite tourist destination in Thailand. The island is buzzing with big and small businesses set up by foreigners who decide to stay there long-term. As the largest island in the country, Phuket is well-developed with business infrastructure and potential opportunities that attract countless foreign investors. On top of that, in order to boost the economy, the Thai government has been developing intensive campaigns to entice and facilitate foreign investment.

To conduct businesses in Phuket or elsewhere in Thailand, it requires proper company registration. This may not be a simple task and the foreigner may struggle with the local regulations, but with the help of a legal advisor based in Phuket who is well-versed in Thai law and the local procedures, the first step of your business venture in Phuket will be promising.

Doing Business in Thailand as a Foreigner

Before we explain the company registration process, foreigners who are interested in setting up a company in Thailand should be aware of the restrictions regarding foreign ownership and business activities. Though the Thai government encourages foreign investments, there are restrictions to the categories of businesses foreigners can own and perform in the kingdom.

The non-restricted businesses can be wholly owned by foreigners, but the Foreign Business License must be obtained, or the foreign owners can apply to be promoted under Thailand’s Board of Investment. However, these require insurmountable effort and they are almost impractical for small businesses to achieve. As a result, most foreign investors decide to incorporate a Thai entity where foreigners can still own a certain percentage of the company.

Incorporation of a Company

To set up a company, it is important to explore different options and decide which type of formation best suits the foreign investor’s current conditions as well as the future business plan. In Thailand, there are generally types of business formation.

• Partnerships (limited and ordinary)
• Limited companies (private and public)

Among these types of formation, it is the most common for foreign investors to form a limited company. This is because, for a limited company, the shareholders’ liabilities are limited to the unpaid amount on the shares they possess. This type of formation requires a minimum of three shareholders or promoters where foreigners are allowed to own a maximum of 49% of the shares while the remaining 51% shall be owned by Thai nationals.

Here are the typical documents and information required for company registration:

• Company name
• Location of head office
• Company’s objectives
• Number and value of shares to be registered
• Names, addresses, and occupation of the promoters and shareholders and the number of shares owned by them
• Names, addresses, age, and nationality of the 2 witnesses,
• Names, addresses, age, and the authorities of the Directors
• Company’s regulations (if any)

Registration of Limited Company in Phuket

The limited company registration may only take a few days, but in general, the whole process including preparation could take up to 1-3 weeks depending on the readiness of the documents. With the help of a lawyer in Phuket who is experienced in setting up a company in the area, the registration can be completed as quickly as possible.

Below are the basic procedures for company registration in Thailand:

Step 1: Reserve the Company Name

The foreign investors will have to select 3 alternative names that comply with the guidelines set by the Ministry of Commerce and propose them to the representative office of the Department of Business Development (DBD) in Phuket. After the verification, the approved name is valid for 30 days without extension.

Step 2: File the Memorandum of Association

Once the name has been reserved, the Memorandum of Association (MOA) signed by the shareholders must be submitted to the DBD office in Phuket. This document contains important information regarding the incorporation of the company including company name, address, objectives, lists of shareholders and promoters, and the details of the capital to be registered.

Step 3: Organize a Statutory Meeting

In this step, the promoters will call for a statutory meeting to be held in order to approve the articles of associations (company’s regulations), appoint the directors and the auditor, and arrange the shares to be fully or partly paid up. Then, the promoters shall transfer all of the business operations to the appointed directors who will then request for at least 25% of the share value to be paid up.

Step 4: Register the Company

The directors must submit the application form and all of the supporting documents for the registration to the DBD representative office in Phuket and pay for the registration fees.

The overall process of setting up a company anywhere in Thailand is essentially identical, but if you have an advisor who knows the local regulations, customs, and general business practices in Phuket, it would be more than helpful to get you through these rigorous procedures. Contact our lawyers in Phuket to help consult on your specific needs.

Siam Legal (Phuket)

123 / 27-28 Moo 5, Bangtao Place, Cherngtalay, Thalang, Phuket, 83110, Thailand
Phone: +66 76 326 322

Siam Legal Phuket