There are 2 forms of foreign shareholder companies:

– Hold foreign shares no more than 49 %, i.e., there are no more than 49% of shareholders other than Thai nationality. Able to carry on any business as required by law

– Hold foreign shares of 50 % or more, i.e., shareholders are nationals other than Thai nationality. Holding shares of 50% or more is considered a foreign company. Must apply for a foreign business license and there is a limitation

“ Can a foreigner hold 100% of the shares? ”

There are some businesses that can be 100% owned by foreigners such as manufacturing plants for both domestic and export sales. Foreigners must have a minimum registered capital of at least 2 million baht. If the registered capital exceeds 5 million baht after registration. The authorized director must go to the bank himself to open a bank account in Thailand and deposit into a bank account equal to the amount of registered capital paid For example, the registered capital is 10 million baht, and the capital payment is 25%. Directors must open a bank account with the name of an individual. And deposit money into the account in the amount of 2,500,000 baht and request a certificate of deposit from the bank. To submit to the Department of Business Development within 15 days from thedate of company registration.

Non-manufacturing business but get the right from BOI investment promotion or have special licenses. Foreigners can hold 100% of the shares by notifying the Director-General of the Department of Business Development. To request a business certificate for foreigners, it takes about 4-6 months or applying for a Foreign Business License (FBL) through the Department of Business Development, Foreign Affairs Division.

However, not every business can do this. Must comply with the conditions of foreign business under the Foreign Business Act B.E. 2542

Conditions and preparing documents for Registration of a foreign shareholder company

1. Foreign shareholders from 1 share or more, all Thai shareholders must present a savings account by requiring the bank to issue a certificate of deposit for all Thai shareholders.

The amount of the deposit must not be less than the investment in the business according to the proportion of their shareholding. For example, the registered capital of a company is 1,000,000 baht.

*Foreigners hold 49% of shares = investment 490,000 baht

*Thai 1 holds 30% of shares = 300,000 baht. Thai 2 holds shares 21% = 210,000 baht.

Therefore, Thai shareholders must present both deposits as in the example that they exist.

2. In the case of a foreigner “Authorized Director” is able to act on behalf of the company in signing various documents. Even if he doesn’t have a stake in the company’s shares at all.

According to the law, Thai shareholders must show a deposit account corresponding to the amount invested in shares, that is, according to the proportion of their shares held in accordance with the paid-up registered capital.

On the other hand, if a foreigner is “Non-authorized director” Thai shareholders do not need to present a deposit account. But if a foreigner is both a director who has no authority to sign and is also shareholder. Thai shareholders are also required to present deposit evidence to the Department of Business Development officers.

3. For foreign shareholders who become directors both as a general director and as an authorized director or come to be employees within the company must have a WORK PERMIT including having a registered capital of 2 million baht or more per foreigner by paying full share value. In which there must be a ratio of 4 Thai people working with each shareholder who is a director or comes to work for the company 1 person, as well as the company must also register for VAT.

As for foreign shareholders who do not need a WORK PERMIT in order to be able to work and receive

salary in Thailand and do not have to go out of the country often, there is no need to register the

registered capital, including the full payment of 2 million

Process of Registration of a foreign shareholder company

Overview of the registration process:

1. Check and reserve the company name. Can reserve 3 names and choose 1 at the last.

After the name has been reserved Registration of the Memorandum of Association must be submitted within 30 days. If filing for the Memorandum of Association later, a new name reservation must be made again (can use the same name to make a reservation if there are no other companies to use.)

2. Persons who are promoters of 3 or more people sign together to prepare an application for registration of the memorandum of association and supporting documents and then register
3. When the Memorandum of Association has been registered, the promoter must provide shares of the company that intends to be established. There are people who subscribe to buy shares until the end.
4. Conduct a company establishment meeting. The notice of the meeting must be sent to shareholders at least 7 days in advance of the meeting date.
5. When the company establishment meeting has been held and the company’s directors have been appointed. The promoter must assign the business to the company’s directors to carry on the business.
6. The directors of the management company call for the promoters and the subscriber. Pay at least 25% of the share price.
7. When receiving money for shares Directors must apply for company registration. And bring the supporting documents to register as a company within 3 months after the meeting to set up the company. at the Department of Business Development.