Registering a Company: The Real Steps and What to Decide Before You Sign

Before You Read

This guide is written for Thai business owners. If you or your partners are foreigners, the rules on shareholding ratios and licenses are very different. Read the guide for foreign investors in Thailand instead.

⚠️ The most important warning in this guide A registered company that is not used does not disappear on its own. As long as dissolution has not been registered and liquidation has not been completed, the company must still close its financial statements, submit them to the Department of Business Development, and file returns with the Revenue Department every year — even if it has not earned a single baht of income. If left dormant for several years, accumulated fines and a large pile of back work will await on the day you decide to close it. Do not register a company just in case you might use it later.

What to Register: Limited Company, Limited Partnership, or Commercial Registration

Commercial registration (operating as a natural person, and required to register when the commercial business falls within the scope prescribed by the announcement) — You operate in your own name, no new legal entity arises, and the annual burden is minimal, but there is no separation of liability; the business’s debts are fully your debts.

A common misunderstanding is that every natural person who earns a living must register for commercial registration. In fact, the law applies only to commercial businesses that fall within the scope. Under the Ministry of Commerce’s 2567 announcement, the commercial businesses required to register include, for example, the sale of goods according to the criteria prescribed in the announcement, acting as a broker or commission agent for goods, producing goods and selling the goods so produced, and selling goods or services through electronic media via the internet. Those who sell online therefore often fall within the scope, while certain professionals or businesses not on the list may not be required to register. You should check the nature of your business with the local registration office before concluding either way.

The follow-up question is whether an entrepreneur who has already registered as a legal entity also has to register for commercial registration. Do not draw your own conclusion from articles or from what you have heard, because the list of commercial businesses required to register and the categories of operators exempted are set by Ministry of Commerce announcements, which have been repealed and replaced many times. Much of the information still circulating on general websites cites announcements that have already been repealed. Before deciding, check the nature of your business and your legal-entity form with the local commercial registration office, or have your advisor verify it against the announcement currently in force.

Limited partnership (LP) — It is a legal entity. It has limited partners whose liability does not exceed the capital they have contributed, and unlimited partners who are liable for all of the partnership’s debts. The law also requires that the managing partner must be the unlimited-liability type. Many people choose an LP because they think that being a legal entity makes it safe, even though the managing partner’s liability is unlimited.

Limited company — A legal entity separate from you. Shareholders’ liability is limited to the unpaid amount on their shares. Shares can be transferred, new investors can be brought in, and it is the form most familiar to banks and large companies, in exchange for greater annual obligations.

These four things are not the same and do not substitute for one another. Commercial registration ≠ legal-entity registration ≠ value-added tax registration ≠ a specific business license. Each has its own agency and its own timeline. Having one does not mean you are complete.

The Actual Steps of Limited Company Registration

Initial Information and Documents — the following items are the information and identification evidence that must be finalized and assembled before starting to fill in the forms; they are not the official documents of the application.

• ID cards of the promoters, the shareholders, and all directors
• Company name, along with backup names
• Head office location, with a map showing the location
• Registered capital, par value per share, and the division of shares among each shareholder
• Director authority: who may sign to bind the company, and how many must sign jointly
• Business objectives

As for the official document set actually filed, it is longer than this and at minimum comprises: the registration application form, the memorandum of association, แบบ บอจ.3 (the incorporation registration form), แบบ บอจ.5 (the shareholder list form), the notice of meeting and the minutes of the company establishment meeting, evidence of the receipt of share payments certified by the directors' signatures, a map showing the location of the head office, and additional documents where the registered capital exceeds 5 million baht or where foreign persons are involved with the company.

A consent letter for the use of premises is not a standard document for every company incorporation application. Many people understand that it must always be present from the day of registration. In fact, this document is more often requested in later steps, such as when registering for value-added tax, when opening a bank account in the company's name, or when applying for a business-specific license. You should prepare it and have it ready because it will certainly be used, but do not misunderstand it as a condition for the company's incorporation.

1. Reserve the juristic person name — filed through the electronic juristic person registration system of the Department of Business Development, which is currently called DBD Biz Regist. A name approved by the registrar is valid for 30 days from the date of approval. If the registration is not filed within this period, the name lapses and must be reserved again, and it may by then already have been reserved by someone else. What almost no one does at this stage is check whether the name conflicts with anyone else's trademark. The fact that the registrar approves the name does not mean there is a right to use it as a brand. See the guide to brand ownership.

2. Memorandum of association — specifies the name, head office location, objectives, capital and share division, and the list of promoters, who must be natural persons and must each subscribe to at least one share. The company can be established with two or more promoters, a change from the former requirement of three.

3. Company establishment meeting — approve the articles of association, appoint the directors together with the director authority, and appoint the auditor. The articles of association are the internal rules that bind all shareholders. Many companies use a ready-made template without reading it and later discover that the share transfer rules do not match what was agreed.

4. Call for payment of shares — payment must be made of no less than twenty-five percent of the value of each share. This sentence is often read incorrectly. It is not twenty-five percent of the total capital. Having one batch of shares fully paid while another batch is not paid at all is not allowed.

5. Register the incorporation — when the registrar accepts the registration, the company comes into existence as a juristic person and receives a juristic person registration number, which is also used as its tax identification number. At present, the memorandum of association and the company incorporation can be filed together within a single day. But if you do not use the one-day procedure and hold the establishment meeting separately, the directors must file the company registration within 3 months from the date of the establishment meeting. If this deadline is exceeded, the law deems that the company was not established; the share payments received must be returned to the share subscribers in full, and the whole process must be started again from the beginning.

6. Do these immediately after obtaining the juristic person number — request the certificate of registration / open a bank account in the company's name and use it from day one; do not accept customer money into a personal account / arrange for a bookkeeper / register as an employer when there are employees / register for value-added tax if you meet the threshold / apply for a business-specific license if required / check whether your business is also subject to the commercial registration requirement.

Registered Capital: What It Binds and What It Does Not Bind

Registered capital does not mean that a lump sum must be deposited and left sitting in the account. The paid-in share consideration is capital the company may use in its normal business operations. What is truly binding is the portion of share consideration that has not yet been fully paid, which is a debt that shareholders owe to the company. If the company has debt problems, the outstanding portion is an asset that creditors can see. Registering high capital while paying in only a little real money therefore carries a cost. The amount should be set based on the money actually needed and the terms of business partners.

As for collecting the outstanding portion, many people understand this to depend on whatever the company's articles of association state, which does not match the statutory text. The main rules come directly from the law.

The directors may call on shareholders to pay up the outstanding share consideration at any time, unless the general meeting of shareholders has resolved otherwise (Section 1120). Each call must be made by sending a notice to the shareholder by registered mail not less than 21 days in advance of the date set for payment, specifying the amount, time, and place where payment must be made (Section 1121).

In practice, this cuts two ways. On one hand, a shareholder who owes unpaid share consideration is not safe merely because no one has demanded payment for years. When a new board of directors or the liquidator makes the call, the shareholder must find the money to pay. On the other hand, the directors themselves cannot make a call abruptly; they must send the notice in the proper manner and observe the required interval. Giving notice by Line, email, or handing it over in person is not safe, because if there is ever a dispute over interest or the forfeiture of shares, the company is immediately at a disadvantage when it cannot prove that proper notice was given. If you want to set rules that differ from this default, the safest route is to have the general meeting pass a resolution specifying it clearly, because Section 1120 states the exception directly as "the general meeting resolves otherwise." Relying solely on the wording in the articles of association is risky, as it may later be disputed whether that wording covers the matter.

Capital may be increased later, but this requires a special resolution, which must receive votes of not less than three-fourths of the votes of the shareholders present at the meeting and entitled to vote — not three-fourths of all shares. This difference matters when some shareholders do not attend the meeting.

Shareholder Structure: The Point Where Family Businesses Most Often Fall Apart

The name appearing in the shareholder register carries real weight. Many companies put a sibling or spouse on the register merely to make up the required number, with an internal understanding that the true owner is only one person. But the person whose name appears in the company's shareholder register is the shareholder who has the right to vote, the right to receive dividends, and the shares become part of the person's estate upon death. The problem erupts when one of them dies, divorces, or has personal creditors seize the shares, and the shares then pass to an outsider. See divorce and division of marital property guide

But two documents must be clearly distinguished, because people use the names interchangeably and this causes confusion across the industry.

Do not think that บอจ.5 is a shareholding certificate. It is only a copy of the list that directors send to the registrar. To determine rights in shares, you must look at the transfer instrument, the company's shareholder register, and the relevant facts together.

In practice, when buying, selling, or receiving a transfer of shares, do not stop at the phrase "the บอจ.5 has been fixed." A transfer of registered shares—the type normally used in a limited company—must be made by a transfer instrument as required by law: it must be made in writing, signed by both the transferor and the transferee, with at least one witness signing to attest. Then the company must record the transfer in the shareholder register. Only after all these steps are complete can the transfer be asserted against the company and third parties under Section 1129. Filing an updated บอจ.5 is a reporting obligation that comes later; it is not the transfer itself. Conversely, if these three layers of documents contradict each other, you must look at the transfer instrument and the company's shareholder register, not rely on the paper filed with the government as the final word.

Always keep at least two shareholders. This is often forgotten years after incorporation—for example, when a shareholder who was named only to make up the required number withdraws and transfers all shares back to the true owner, or when another shareholder dies and the shares are transferred so that everything ends up in one person's hands. A reduction to a single shareholder is a ground on which a court may order the company to be dissolved upon a shareholder's request. This risk is not worth the convenience gained. Before transferring all shares to one person, you should plan in advance who will hold the other portion and write the rules clearly from the start.

Director authority as registered is what banks and counterparties look at. If one director is allowed to sign alone and bind the company, that person can genuinely create debts in the company's name. If two directors must sign jointly, it is safer—but if one disappears or the two conflict, the company may be unable to sign documents.

As for holding shares equally, the short summary is: 50/50 shareholding carries a high risk of deadlock, but the outcome depends on the type of resolution, the chairman of the meeting, the quorum, and the company's articles of association. It is not the case that no one can do anything at all. For matters requiring an ordinary resolution, if the votes are equal, the chairman of the meeting has an additional casting vote under Section 1193. The side that controls the chairman's seat therefore has an advantage on such matters. Conversely, matters requiring a special resolution, such as amending the articles of association or increasing capital, require votes of not less than three-fourths of the votes of shareholders attending the meeting and entitled to vote, under Section 1194. A party holding only half cannot do it alone. Before agreeing to a 50/50 split, you should read the articles of association all the way through to see what quorum is required, who chairs the meeting, and how the chairman is chosen, because these details determine who has the advantage on the day agreement cannot be reached.

A shareholders' agreement is something Thai family businesses almost never make, but it helps the most when a problem arises. It can state that if one person wants to exit, who has the first right to buy the shares, how the shares are valued, and whether heirs may take over or must sell back if a shareholder dies. This kind of agreement binds only the people who sign it, while the articles of association bind everyone, so they should be drafted consistently. See company registration services

The Calendar Starts on the Company's Birth Date, Not the Day It Earns Income

A registered company has legal obligations immediately, even if it does not have a single customer yet. The first clock does not start ticking when the accounts are closed; it starts ticking on the day the Registrar accepts the registration.

🗓️ Deadlines for the Ordinary General Meeting of Shareholders

• First meeting — must be held within 6 months from the company's registration date, even if the company has not yet started any business operations.
• Subsequent meetings — at least once every 12 months.

Many newly established companies miss the first deadline because they count only from the accounting period and think they still have plenty of time, even though the deadline for the first meeting is tied to the registration date, not the closing date of the accounts.

📅 Three deadlines after the close of the accounting period

• Ordinary general meeting of shareholders to approve financial statements — within 4 months from the closing date of the accounts.
• Filing of the shareholder register — within 14 days from the meeting date.
• Filing of financial statements — within 1 month from the date the financial statements are approved.

The bottom two rows of this table are so often discussed together that they are widely misunderstood. Here is a simple way to remember: paying rent or service fees to business partners relates to withholding tax, not social security. Hiring someone as an employee of the company relates to both at the same time. Hiring an independent contractor who is not an employee, such as a freelancer or a hire-of-work contractor, relates only to withholding tax and does not create an obligation to register that person as an insured person.

The exact deadlines may change according to official announcements. You should have your bookkeeper confirm that year's calendar in writing from the first month.

Value Added Tax

Value Added Tax (VAT) uses the cash receipts basis. A business operator whose revenue from the sale of goods or provision of services subject to VAT exceeds 1.8 million baht per year must file an application for VAT registration within 30 days from the date the revenue exceeds the threshold — not wait until the end of the year to register. Once registered, the business must issue tax invoices, prepare purchase tax and sales tax reports, and file returns every month, even if there is no revenue in that month.

Another often-overlooked aspect is that certain types of businesses are exempt from VAT and therefore do not need to register even if their revenue exceeds the threshold. Common examples include the sale of agricultural produce and certain types of animals, the sale of newspapers, magazines, and textbooks, educational services provided by educational institutions, transport services within the Kingdom, and medical treatment services provided by healthcare facilities. Those engaged in such businesses should check carefully in advance, because both registering when exempt and failing to register when subject to VAT create an equal amount of retroactive corrective work. The most complicated case is a company with mixed revenue of both types. You should have your bookkeeper clearly classify revenue types from the first month and check the applicable criteria with the Revenue Department before deciding. See Accounting and Tax Services

Mistakes That Come Back to Cost You Later

1. Letting someone else put their own people down as shareholders to make up the required number — Those people are named as shareholders in the company's shareholder register and can actually exercise voting rights and receive dividends. Even if there was an internal agreement otherwise, fixing it later is a matter of negotiation and proving facts, not clerical work.
2. Using a registered address where no one receives documents — Every official letter is sent there, which is why many people find out too late that they have been assessed for tax or sued.
3. Thinking a limited company protects directors from everything — Limited liability protects shareholders as investors, but directors have their own liability when they fail to perform their duties under the law, and many creditors still ask directors for personal guarantees.
4. Transferring shares by only amending the บอจ.5 (company registration amendment form) — There is no transfer instrument and no entry in the company's shareholder register, so when a dispute arises, they argue endlessly over who actually owns those shares.
5. Accidentally letting the company end up with only one shareholder — It is more convenient in the short term, but it is one of the grounds on which a court may order the company to be dissolved when a shareholder requests it.
6. Registering the company and thinking all registrations are complete — The company registration certificate does not mean everything is done: you still have to look at value-added tax once revenue reaches the threshold, business-specific licenses, and employer registration once you have employees. These are separate matters handled by different agencies.

Registration is paperwork that can be done quickly, but the four matters decided in those documents — shareholder structure, directors' authority, company objectives, and the articles of association — determine whether problems arise in the next five years. As for where to register, the law is the same throughout the country; only the registration office differs, depending on where the head office is located, and filing can be done electronically through the DBD Biz Regist system. For province-specific details, see company registration in Khon Kaen or in Bangkok.

Our business law team handles registration and the work that follows. See business legal services, call 092-254-2045, or write to us at contact us.

Read more

• Foreign Investment in Thailand — When you have foreign partners
• Who Owns the Brand — Company name and trademark
• Severance Pay and Termination — When you have your first employee

This guide is prepared by Suwanvara Law Firm — a law firm in Khon Kaen, founded in B.E. 2529. It is general information, not legal advice for a specific case. Rules and deadlines are subject to change according to announcements from the authorities.