1.4.1 Thai nationality company

Details
Limited company is when three or more persons jointly enter into business with the objective to earn profit from the business and share such profit. The limited company divides capital into shares, each share would be of equal value. The investor in the company is called “shareholder”. The shareholder shall be liable for not more than the amount of money that the shareholder does not yet send in full value of the shares held. For the name of the Company, the name would be used in seal, name tag, letter, or other documents concerned with the business of the Company, where the word “Company” shall be used in front of the name and “Limited” shall be used at the rear of the name. If it is foreign letter, the foreign word shall have meaning of “Limited company”; for example, “Company Limited” or “Co., Ltd.” or “Limited” or “Ltd.” shall be used with the name.
Duty of limited company
1. There must be location of the office which is deemed as residence of the Company, that can be contacted. If the location of the office is moved from that registered, the application for the registration for moving shall be submitted to the registrar of partnership and company.
2. Prepare for shareholder’s registration book shall be done as from the day when the registration of limited company is made, in order to record information of shareholder, the number of shares, particulars, and shall keep it at the office of the Company. The shareholder’s registration book shall be open for shareholder to see during working hours for not less than 2 hours per day without charging fee. Besides, there shall be share certificate provided to all shareholders as evidence to reveal on the ownership of shares and the fee may be collected but shall not exceed ten baht. The share certificate shall contain name of the company, number of share, value of share, how much share value is already paid per share, with the name of shareholder or the word “share certificate issued for the holder” and at least one director shall sign together with affixing seal.
3. After that, within 6 months as from the day when registering as the company, there shall be ordinary meeting of shareholder for the first time and after that, every 12 months there shall be this kind of meeting for at least once; the meeting besides this is called shareholders’ extraordinary meeting.
4. The copy of list of shareholders shall be sent and the person who is not shareholder anymore on the day when ordinary meeting is held, to the registrar of partnership and company for at least once a year, but not later than 14 days as from the day when the shareholders’ ordinary meeting is held.
5. The shareholders’ extraordinary meeting shall be held immediately when the company faces loss of half of the coast, in order to inform the shareholders or within 30 days when the shareholders who have total shares of not less than one-fifth call for meeting.
6. There shall be one or many auditors to examine financial statement, then bring the financial statement that is already examined to the shareholders’ meeting for approval within 4 months as from the day when closing account, provided that the copy of financial statement shall be sent to the shareholders in advance before the meeting of not less than 3 days, and there shall be open financial statement in the office of the company.
The Procedure
Relavant Laws
No. List of Laws Laws
1 Act On Identification Of The Offense Of Registered Partnership, Limited Partnership, Company Limited, Association And Foundation, B.E.2499 (1956)
2 Act On Identification Of The Offense Of Registered Partnership, Limited Partnership, Company Limited, Association And Foundation (No.4), B.E.2551 (2008)
3 Act On Identification Of The Offense Of Registered Partnership, Limited Partnership, Company Limited, Association And Foundation (No.2), B.E.2538 (1995)
4 Act On Identification Of The Offense Of Registered Partnership, Limited Partnership, Company Limited, Association And Foundation (No.3), B.E.2549 (2006)
5 Civil And Commercial Code Book 3 Title 22 Partnerships And Companies
6 Ministerial Regulations: The Criteria Of Minimum Investment And Time For Transfer Money To Thailand, B.E.2545 (2002)
7 Order Of Office Of Company Limited And Partnership Registration No.102/2549 (2006): Documentation Of The Application For Company Limited Registration
8 Order Of Central Office Of Company Limited And Partnership Registration No.66/2558 (2015): The Criteria And Documentation Of Application For Company Limited Registration And Capital Increase For Partnerships And Company Limited
9 Order Of Central Office Of Company Limited And Partnership Registration No.38/2558 (2015): The Criteria And Documentation Of Application And Editing Of Partnership Or Company Limited Registration With The Purpose Of Operate As A Dealer Of Government Lottery
10 Order Of Central Office Of Company Limited And Partnership Registration No.57/2557 (2014): Establishment Of The Office Of Company Limited And Partnership Registration, Appoint Of Central Register’s Assistant, And Register
11 Order Of Central Office Of Company Limited And Partnership Registration No.44/2555 (2012): Establishment Of The Office Of Company Limited And Partnership Registration, Appoint Of Central Register’s Assistant, And Register
Forms
No. List of Forms Forms
1 The application of registering company limited (the form of Bor Or Jor 1)
2 The memorandum of association (the form of Bor Or Jor 2)
3 The list of registering the establishment (the form of Bor Or Jor 3)
4 The objetive form (the form Wor)
5 The detail of committee (Form Kor)
6 The form of registering company limited certificate
7 The result notice of reserving the juristic name
8 The application form of using the name of juristic person in foreign language
9 The evidence of agreement to establish the company in order to operate the business from the related department
10 The account name list of shareholder (the form of Bor Or Jor 5)
11 The account name list of subscriber or the proxy for the meeting of business agreement with the signature
12 The minutes of meeting for establishing the company and the regulation (If any)
13 The evidence of receiving the share payment which issued by the company to the shareholder
14 The form of Sor Sor Chor 1
15 The map of headquarter officer location and the nearby significant place briefly
16 The document issued by the bank in order to certify or present the financial status of every shareholder who is Thai natioality
17 The document issued by the bank in order to certify or present the finanacial status of every shareholder
18 The consent letter of using the office location
19 The document of assertion to use the office location
20 The document issued by the bank in order to certify or show that the committee hasrecieved the share payment followign the amount as already paid
21 The document issued by the bank in order to certify or show that the company has already received the share payment which the committee collects
22 The confirmation letter of the asset ownership who will transfer the ownership in the asset to the company
23 The evidence showing the ownership of the company
24 The account showing the detail and the value of investing asset
25 The power of attorney