- How many promoters does a Thai private limited company need?
- Since the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565, in force 7 February 2023, a private limited company needs at least two promoters instead of three.
- When does the company become a juristic person?
- On registration by the registrar under Civil and Commercial Code §1015 — not on the day the name is reserved or the memorandum is signed.
- Does the law set a minimum registered capital for a private limited company?
- The Civil and Commercial Code sets no general minimum capital figure for a private limited company. The capital actually required can be driven by other regimes, such as the Foreign Business Act or the criteria the authorities apply to work permission.
- What does the company affidavit actually prove?
- It proves the company is on the register, its address, objectives, directors and signing-power condition as at the date of issue. It does not prove any sector licence, does not prove financial standing, and does not prove a transaction-specific resolution.
- Do we need a Foreign Business Licence?
- It depends on whether the activity falls in List 1, 2 or 3 of the Foreign Business Act B.E. 2542 and whether the operator meets the Act's definition of a 'foreigner'. The analysis is activity by activity, not company type by company type.
- Does the Thailand–US Treaty of Amity allow any business?
- No. The certificate issued under the Treaty through the Department of Business Development does not cover the activities the Treaty itself reserves, such as certain land and resource activities. Each activity must be checked first.
- How is BOI promotion different from company registration?
- Registration is done at the Department of Business Development and creates the juristic person. A BOI promotion certificate is a decision of the Board of Investment under the Investment Promotion Act B.E. 2520 — a different process at a different authority.
- When must the company register for VAT?
- When business income exceeds the small-operator threshold of 1.8 million baht a year fixed by royal decree, or when the activity is one the law requires to register. Some businesses may also register voluntarily.
- When must the annual general meeting be held?
- Civil and Commercial Code §1171 requires the first ordinary general meeting within six months of incorporation, and thereafter at least once in every twelve months.
- Must a company with no income still file financial statements?
- Yes. The duty to keep accounts, have them audited and submit the financial statements under the Accounting Act B.E. 2543 follows from being a juristic person, not from having income; the PND.50 return is also still due.
- What happens if a change of director is not filed?
- The affidavit still shows the old board. Banks, counterparties and foreign authorities rely on the public record, so documents signed by the new director get challenged on authority.
- What is the route for Thai corporate documents used abroad?
- The usual chain is certification by a Thai lawyer authorised as a Notarial Services Attorney, then a certified translation, then legalisation by the Department of Consular Affairs, and finally legalisation at the destination country's embassy.
- Can Thai corporate documents get an Apostille yet?
- Not yet. The Apostille Convention enters into force for Thailand on 28 February 2027. Before that date no Thai authority issues an Apostille, so the Department of Consular Affairs plus destination-embassy route still applies.
- How are a foreign parent's documents prepared for filing in Thailand?
- Authenticate them at origin under that country's system, have the Royal Thai Embassy there legalise them, then translate into Thai and have the Department of Consular Affairs legalise the translation. Fix the transliteration of company and director names consistently across every document from the start.
- How does a branch of a foreign company differ from a Thai company?
- A Thai company registered under the Civil and Commercial Code is a separate juristic person. A branch creates no new juristic person — the foreign entity itself carries on business in Thailand — so the Foreign Business Act B.E. 2542 analysis comes first.
- How can we ask about fees for corporate work?
- It depends on the entity form, how many documents must be certified and translated, and how many authentication layers are needed. Ask our staff by phone, LINE or email. We do not publish official fees, which are set by the authorities and change.