COMPANY LIMITED Memorandum of Association Registration

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Particulars enforced by the law to register:

Memorandum of Association of Company Limited made by the Promoters and take to register to the Registrar of Partnership and Company shall be contained particulars prescribed in Section 1098 and Section 1099 of Civil and Commercial Code as follows:

  1. Name of Company

  2. Province which is located by the head office of the company

  3. All objects of the company

  4. Statement showing liabilities of shareholders

  5. Total of capital, amount of shares and value of shares provided by the company

  6. Name, address, vocation and amount of shares entered the name to purchase of the promoters (at least 7 persons) and signatures of all promoters

  7. Name, ages, address and witnessesí signature (at least 2 witnesses) who certify the signatures of promoters (as provided in 6)

 

Registration to be a Company Limited:

When the promoters has proceeded registration the Memorandum of Association already, they shall make an appointment to the persons who enter the name to buy shares of the company in order to consider to establish a company, the following are the procedures:

  1. Any promoter makes a Letter of Meeting to establish a company by setting the day, time, place and agenda (subject to be consider) and deliver to all persons who buy shares of the company before the meeting date at least 7 days.

  2. A Letter of Meeting shall be provided the day of meeting after the day specified in the Letter of Meeting no less than 7 days.

  3. Agenda in the Letter of Meeting shall be provided the business to do at the meeting pursuant to Section 1108 of Civil and Commercial Code; those are:

    1. Certify panel, status and office of share purchasers with the amount of

    2. Consider to set up regulation of the company.

    3. Consider and give confirmation to the business done by the promoters and cost necessary to pay for establishment.

    4. Consider on shares.

    5. Consider to select the first directors of the company and set the power of directors.

    6. Consider to select auditor and set the wages.

    7. Other subjects (if any).

If the company contains Preference Shares or Ordinary Shares which are issued as if the money has been paid in full amount or paid some portion already in order to compensate labour value or compensate any property, it shall be defined in the Letter of Meeting (4) clearly as well.

  1. On meeting date as provided in the Letter of Meeting, the promoters shall provide a meeting at the prescribed location and shall proceed meeting pursuant to the agenda as provided.

  2. When the meeting to establish is finished already, the promoter shall assign all business of the company to the committee selected from the meeting of establishment, and the directors shall call the promoters and the persons who enter the names to purchase the shares pay value of shares as holding by persons and thereafter to proceed register to establish a company further.

 

Particulars enforced by the law to register:

Register to establish a company, the following particulars shall be registered:

  1. Total shares entered the names to purchase or issued already, separately by ordinary or preference shares, amount.

  2. Amount of ordinary shares, preference shares issued as paid in full amount or paid some portion except paid by cash and shares paid some portion, in what amount.

  3. Amount of money paid at how much per share.

  4. Total amount of money received for shares.

  5. Name, vocation and address of all directors.

  6. Number or names of directors who shall sign the name to be effected to the company.

  7. Statement showing that the company established with term or not.

  8. Location of head office and all branches.

  9. Other particulars shall be spread to public.

  10. Seal of company.

  11. Statement showing that the company established with or without regulations.

 

Particulars regarding procedures to register Partnership:

When there are persons from 2 or more persons has agreed to join to do business as partnership and they wish their partnership to be legally juristic person pursuant to the law. The one who acts as managing partner is appointed from all partners from the partnership shall present their statement to registration at the Partnership/Company Registration Office located by head office of that partnership and the procedures and rules with official regulations according to the law shall be performed. Even thereafter the managing partner has agreed to correct, adding any particulars registered already of any matters, he shall take to register or correct, adding of those particulars at the previous Partnership/Company Registration Office. (except registration thereafter the head office has been moved to the area of other Partnership/Company Registration Office, then he shall register at the Partnership/Company Registration Office that his head office located), that will be detailed further:

 

 

Registration of Partnership Establishment

 

Particulars enforced by the law to register:

Partnership with its status of juristic person according to the law; that is registered partnership (or so called ordinary juristic partnership) and limited partnership, application to register of establishment for both by the matter of law, the particulars to register are the same (according to Section 1064 and Section 1077) as follows:

  1. Name of partnership

  2. Objectives of partnership (in case of limited partnership, the statement that to be limited partnership shall be noticed as well)

  3. Location of head office and all branches

  4. Name, brand, address, vocation and articles to put as shares of all partners (in case of limited partnership, types of partners must be classified both limited liability and unlimited liability)

  5. Name of managing partner

  6. Limits of power of managing partner (if any)

  7. Other particulars which is suitable to notice to public

 

Alien/Foreign Company

          Juristic Person established in the Kingdom of Thailand Case of Establishment of Branch in Thailand

  1. Name of partnership

  2. Copy of document of juristic person showing particulars related to the names, capital, objectives, location of office, lists of directors and directorsí power of the juristic person who wishes to apply.

  3. Appointment Authorized person Letter to proceed in Thailand and copy of passport of the person who will take charge of the office or copy of I.D. Card in case the proxy holder is a Thai,

  4. Details of transaction to apply (Notification Letter 5 articles.)

    1. History of the company

    2. Business Project to apply

    3. Reasons and necessities to buy goods from Thailand to distribute overseas.

    4. Advantages and disadvantages to any factor.

  5. Briefly map showing location in Thailand.

  6. Evidence showing the results from previous permission for the next permission.

  7. Other evidence copies (if any), employment letter from governmental agency, state-enterprise or the concession holder of Petroleum (in case the certificate is unclear, deliver copy of contract instead)

  8. Proxy

Remarks: Company limited & partnership limited registration, if alien entitles shall come to establish a branch office in Thailand, application to register is just follow our suggestions and follow the steps of laws pursuant to the governmental documents provided by our office. When all necessary documents prepared already, we act as proxy holder to proceed by submitting for registration until finish whether the company and or partnership. In case of alien company with its head office oversea and wants to establish a branch office in Thailand, you just make proxy to us, then we will proceed for you until finish.

  1. Company or partnership registration, just an alien or many aliens can be hold shares or being a partner not exceeding 49% of all registered capital. A Thai nationality or many can join as shareholders or partners no less than 51% of all registered capital.

  2. In case of company limited, an alien or more aliens can be a member of directors or a director who can sign his name effective to the company and seal of the company in order to transact, a Thai nationality will have or not is the same. A director can sign the name and seal of the company or many directors will sign and seal of the company depending on the agreement.

  3. Limited partnership, an alien can be a partner in form of limited responsibility with the share not exceeding 49% of registered capital, but cannot hold the managing partner of limited partnership, but can work in the position assigned by managing partner.

  4. Register charge for limited company is 5,000 Baht or 125 USD.

  5. Register charge for Memorandum of Association (only company limited for 1,000,000.- registered capital Baht,(or 25,000 USD) the fee is 500.- Baht or 12.5 USD)

  6. The fee for company registration for registered capital 1,000,000.- Baht (25,000 USD), is 5,000 Baht or 125 USD.

  7. The fee for Memorandum of Association and establish a company will increase for registered capital of 25,000 USD (1,000,000.-Baht, the fee will be increased a time or 137.5 USD but not exceeding 250,000 Baht or 6,250 USD.

  8. Steps of registration for limited company is at least 11 working days excluding holidays.

  9. Steps of registration for limited partnership is at least 1-3 working days excluding holidays.

  10. The fees for limited partnership is 1,000 Baht or 25 USD whether how much the registered capital, but the partners shall contain from 3 persons, but the fees shall be increased 200.- Baht per a person or 5 USD.

  11. The service charge for alien company with its head office overseas and want to establish a branch office in Thailand is 750.- USD.

  12. Limited company or limited partnership contain aliens working and want to hire us to apply for Work Permit or Renew Work Permit or Adding Position, adding or changing working place, please contact Work Permit.

 

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