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INVESTMENT IN THAILAND

Investors that Search and reserve a company name online Agency: Department of Business Development, Ministry of Commerce Promoters can search and reserve a company name on the Department of Business Development’s Web site (http://www.dbd.go.th/dbdweb_en/main.php?filename=index). The name reservation in person at the Department’s Registrar is no longer available as of 14 January, 2013.

Once the company gets approval for the memorandum and the articles of association, it must hold a statutory meeting. The promoters shall hand over the business to the directors after the meeting. The directors shall thereupon cause the promoters and subscribers to pay in at least 25% of the registered capital.

According to the Civil and Commercial Code, a company is not required to have a corporate seal, however, according to Section 1128 of the Civil and Commercial Code, it states that every certificate of shares shall be signed by one of the directors at least, and shall bear the seal of the company. Therefore, In practice, a Thai company usually affixes its corporate seal to other documents. The cost of such seal is THB 400 on average, and it can be ordered and purchased via private stationeries. The cost of an urgent order is THB 700 -800 and it takes about 2 days to make the seal.

Get approval for memorandum of association, apply to register the company as a legal entity (final registration) and also submit company work regulations Agency: Partnerships and Companies Registration Office, Department of Business Development, Ministry of Commerce At the Single Point Service Center, entrepreneur can register for social security and register for the Workmen’s Compensation Fund. The Department of Business Development also receives the work regulations and then forwards them to the Office of Labor Protection and Welfare of the Ministry of Labor at the district where the head office of the company is located. An employer with 10 or more regular employees must establish written rules and regulations (in Thai) that comply with the amendments of the Labor Protection Act B.E. 2541 on work performance. The regulations must be displayed at the work premises within 15 days of hiring 10 or more employees. This procedure takes 2–4 weeks. Registration of the Company shall be made within 3 months of the day of the statutory meeting. Under the Civil and Commercial Code, Section 1111/1, for establishing the company, the director committee may require memorandum registration and company registration on the same day. If the promoters complete both steps on the same day, the required proceedings involving the memorandum promoters are as follows:

(1) To have the subscribers of all the shares registered in the company;

(2) Under Section 1108, to have a statutory meeting to consider any act of company, with all subscribers and all promoters presenting at the meeting and accepting such act in the statutory meeting;

(3) To have promoters transfer all business to the director committee; and

(4) To have the directors require every subscriber to pay the amount of shares under Section 1110 paragraph 2, and have such amount be fully paid.

The required documents for registration of the company which must be signed by the authorized director(s) and affixed with the company's seal (if required) shall include but not limited to the followings:

(1) Application form;

(2) Articles of Association;

(3) List of shareholders;

(4) New director form signed by each director;

(5) Declaration of Business Operation form;

(6) List of company registration;

(7) Certified copies of the MoA and the Objectives;

(8) A certified copy of the Notice and Minutes of the Statutory Meeting;

(9) Confirmation of payment of share capital (at least 25%) by all subscribers;

(10) Form for company name reservation

(11) Form of certification of registration of limited company; and

(12) Map(s) showing the location(s) of the registered office(s) of head office and branch office(s) (if any) of the company.

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