08-05-2010, 04:58 AM
A Private Limited Company in Thailand has the general characteristics of a limited company under Western legal systems. It is a legal entity, separate and distinct from those who own and/or run it. It is capable of suing and being sued in its own name.
A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents. Currently only Three (3) promoters are required to register the Memorandum of Association.
Shareholders enjoy limited liability i.e. limited to the remaining unpaid amount, if any, of the par values of their shares. The liability of the directors, however, may be unlimited if so provided in the company's Memorandum of Association. The company is managed by a director / board of directors.
All shares must be subscribed to, and at least 25 percent of the subscribed shares must be paid up. Both ordinary and preferential shares may be issued, but all shares must have voting rights. Thai law prohibits the issuance of shares with no par value. It also stipulates that only shares with par value of Five (5) Thai Baht or above may be issued. There is no limit on maximum par value. Treasury shares are prohibited.
Currently a minimum of Three (3) shareholders is required at all times.
There must be a minimum of One (1) director. Thai law does not prohibit a foreigner from being a director.
In general, there are no restrictions on the minimum paid up capital of a company. The capital must be sufficient for normal business operations.
In practice, it takes around One (1) week to register a private limited company provided the company name has been reserved. It is not local practice to have shelf companies available for acquisition.
A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents. Currently only Three (3) promoters are required to register the Memorandum of Association.
Shareholders enjoy limited liability i.e. limited to the remaining unpaid amount, if any, of the par values of their shares. The liability of the directors, however, may be unlimited if so provided in the company's Memorandum of Association. The company is managed by a director / board of directors.
All shares must be subscribed to, and at least 25 percent of the subscribed shares must be paid up. Both ordinary and preferential shares may be issued, but all shares must have voting rights. Thai law prohibits the issuance of shares with no par value. It also stipulates that only shares with par value of Five (5) Thai Baht or above may be issued. There is no limit on maximum par value. Treasury shares are prohibited.
Currently a minimum of Three (3) shareholders is required at all times.
There must be a minimum of One (1) director. Thai law does not prohibit a foreigner from being a director.
In general, there are no restrictions on the minimum paid up capital of a company. The capital must be sufficient for normal business operations.
In practice, it takes around One (1) week to register a private limited company provided the company name has been reserved. It is not local practice to have shelf companies available for acquisition.