Among the available Thai business structures for foreign investors, the limited company widely accepted as the most popular. Nonetheless, the reasons behind its popularity among the business structures may not be clear for international businessmen including Australians.

Thailand has two types of limited companies: the private limited company and the public limited company. Of the two, the private limited company is the structure of choice for a lot of foreign investors probably because of its distinct features but to differentiate:

• Private Limited Company
  • The shareholders' liability is limited only to the amount of unpaid shares they have.
  • The owners of the company is highly distinctive from the management.
  • It has at least 3 company promoters.
  • The company must have at least director and an auditor.
• Public Limited Company
  • It requires at least 15 company promoters to begin with.
  • 50% of the company promoters must be residing in Thailand.
  • The company directors' liability may even be unlimited.
  • The company's shares may be offered and traded publicly.

Limited Company Registration

If an Australian investor plans to establish his own limited company in Thailand, he should start with consulting a reputable corporate lawyer to guide him with the application and registration process since it can be very complex and confusing for him. It would be an added advantage if such lawyer in Thailand is also licensed to practice in Australia.

There are five (5) steps in registering his company which would start with the company name reservation. Here, the company promoters must submit at least three proposed company names. One of these names is the primary name and if in case it is rejected, the officer in charge would examine the other two if they do comply with the Business Development Office's guidelines on company names.

The second step is the filing of the memorandum of association which should contain the reserved company name, head office's location, company objectives and registered capitalization.

After the memorandum of association is filed, a statutory meeting should then be convened. Here, contracts entered therein by the company promoters would then be ratified by the body. It is also during this meeting wherein the amount to be paid to the promoters would be settled and the company directors and auditors as well as their responsibilities would also be determined.

The next step would be the company registration proper. This is done by submitting all the required documents and paying the applicable fee at the Department of Business of Development.

The registration process would not end with the actual registration of the company at the Department of Business Development. Depending on the type of business activity the company has, it may even need to be registered with the Revenue Department for taxation purposes.