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Private Limited Companies
To establish a private limited company, an application of seven “promoters” is required.  Each promoter must hold at least one share and each share must be at least 25% paid-up.  The company must also register its memorandum of association with the Ministry of Commerce. After the share subscription has been completed, the promoters must hold a statutory meeting to adopt the articles of association, elect the first directors, appoint the auditor, etc. Generally, there are no restrictions as to the nationality of the directors, except for companies that are engaged in certain commercial activities. Subscription for shares in private limited company may not be offered publicly and a private limited company cannot issue bonds, debentures, or other forms of securities to the public. 

Public Limited Companies
To incorporate a public company, an application of fifteen “promoters” is required.  The promoters must subscribe to at least five percent of the total shares, and the promoters must hold such shares for two years from the date of the company’s incorporation or registration, except where approval from the shareholders’ meeting has been obtained. In addition, at least 50% of the promoters must be residents of Thailand. The shares in a public limited company must be fully paid up.

 Like private limited companies, the promoters must hold a statutory meeting to elect the directors, appoint an auditor, etc. The board of directors must have at least five members, at least half of whom must reside in Thailand. The directors must make full disclosure of their shareholdings in the company and generally have greater responsibility than directors of private limited companies.

 The Securities and Exchange Commission (SEC), under the authority of the Securities and Exchange Acts, is responsible for approving the offering of securities to the public and for supervising the Stock Exchange of Thailand (SET). Only the shares of public limited companies may be offered publicly and traded on the SET. Public companies may also issue bonds, debentures and other forms of security to the public.

 Partnerships
A Partnership is a form of business organization in which two or more parties join for a common business purpose and share the profits. Partnerships may be ordinary or limited.

 In ordinary partnership, all partners have joint and unlimited liability for the debts and obligations of the partnership. Ordinary partners may contribute money, other property, or labour to the partnership. These partnerships maybe registered or unregistered.

 Registering an ordinary partnership provides some protection to the partners. First, a partner in a registered partnership may make a claim on behalf of the partnership against third parties, even if the partner is not named in the transaction giving rise to the claim. Second, the liability of partners in a registered partnership ceases two years after they leave the partnership, while they would be continuously liable in an unregistered partnership. Third, creditors must exhaust all the assets of the partnership before they can pursue claims against the individual partners. Finally, creditors of an individual partner, in their individual capacity, may only make claims against any profit that the partnership owes to the indebted partner and not against the property of the partnership as a whole.

 

In a limited partnership, some partners may have only limited liability for obligations and debts of the partnership. Limited partners may only contribute money or other property to the partnership, and they may not contribute labour, participate in management of the partnership, or have their name included in the name of the partnership. If they do so, they will lose their status as limited partners and assume full liability like the ordinary partners. Limited partnerships must be registered.

 Branch Offices
There are no laws or regulations that specifically address the establishment or registration of the presence in Thailand of a foreign-incorporated entity (branch office). There is no branch registry. The only fillings (or filing?) registrations or licenses required for a branch office in Thailand are those prescribed under other relevant laws, such as a Foreign Business Act or the Revenue Code. A foreign-incorporated company wishing to conduct the business in its own right in Thailand and licensed under the Foreign Business Act must file a certificate of incorporation, articles of association, and an affidavit from one of its officers providing relevant corporate particulars with the Ministry of Commerce. The company must also grant the manager of its activities in Thailand a broad power of attorney.  The documents noted above must all be certified by a notary public and authenticated by a Thai embassy or consulate. The Revenue Code requires that branch offices obtain taxpayer ID cards and register as value added tax (VAT) traders on the same basis as locally incorporated companies.

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