Background - Export Trading Company
A foreign controlled company is the most common form of doing business in Thailand, but requires a Thai majority shareholder and Thai director to comply with the Thailand Foreign Business Act. These requirements do not apply to foreign owned businesses engaged exclusively in the business of export. Export companies registered in Thailand can be 100% foreign owned.
Export trading is the buying and selling of goods either purchased inside of Thailand or outside of Thailand for sale to customers located exclusively outside of Thailand. There cannot be any domestic sales to customers inside of Thailand.
How to register an export trading company in Thailand?
A summary of the steps that should be taken to register an export trading company are as follows:
- All Thai companies are required to have a minimum of two shareholders and one director including BOI companies.
- Export trading companies can be 100% foreign owned, but must limit its activities to only export sales outside of Thailand.
- Foreigners can be the director of an export trading company.
- Organize the required information of the shareholders and director including name, birthday, passport number or Thai ID card number, address, phone number, email address, citizenship and occupation.
- Choose a company name that includes the words "Ltd.", "Limited", "Co., Ltd." or "Company Limited". If you use the word "Thailand" in your company name it must be in brackets "(Thailand)".
- Obtain a commercial address in Thailand for registering the company.
- Decide how much your company's registered capital will be. Note a company is required to have 2,000,000 Baht capital to sponsor a work permit for a foreigner. If such foreigner is married to a Thai citizen, then the company is only required to have 1,000,000 Baht capital instead of 2,000,000 Baht capital.
- Decide how much of the company's capital will be paid up. A company is required to pay up at least 25% of the company's capital upon registration. Another 25% is required to be paid up by the end of the first fiscal year. Another 25% is required to be paid up by the end of the second fiscal year and the remaining 25% is required to be paid up by the end of the third fiscal year. We recommend our clients to pay up 100% of the capital after registration if possible. Otherwise additional administrative work is required to update the amount of paid up capital with the DBD (Department of Business Development). Note it is better to finance a company in Thailand through capital rather than loans. The reason is because the Revenue Department can consider such payment to be the company's income rather than a loan if not paid back within a reasonable period of time.
- Decide on the fiscal year period. The fiscal year period can either be from January to December or starting in the month of registration and ending 12 months later.
- Decide on how many signatures will be required to legally bind the company. We normally recommend our SME clients to use only one signatory and for larger multinational companies to use multiple signatories. Note you can also set a limit on the Baht value amount a signatory can legally bind the company. For example, you could have a single signatory sign to legally bind the company for amounts less than 10,000 Baht or any other amount that is practical.
- Decide whether your company wants to use a company stamp. Contrary to popular belief, a company stamp is not required to be used in Thailand. We do not recommend our clients use a company stamp as the stamp and ink pad must be used when signing on behalf of the company which creates an extra unnecessary administrative burden.
- Document pre-operating expenses and include such information in the company registration application. If you fail to include pre-operating expense information in application, then such expenses will not be deductible for corporate income tax purposes. We recommend our clients only to include pre-operating expenses such as legal fees, government fee and VAT otherwise it can cause issues and delays upon registration.
- After the company is registered, a company bank account can be opened. Generally, only a Thai citizen or foreigner with a work permit can usually open a company bank account. However, Thai banks will open a company bank account for a foreigner without a work permit if they have the initial approval documents from the BOI and are listed as the company director.
- After the company bank account is set up, the company's capital must be deposited.
NNP Group - Scope of Service
Our Thailand export company registration service includes the following:
- Consulting on shareholder & transactions structure, visa & work permit, tax returns, accounting retention, statutory audit & corporate compliance.
- Register company with the Ministry of Commerce (MOC).
- Translate company registration papers from Thai to English.
- Obtain corporate income tax ID number.
- Provide contacts for a Thailand accountant and auditor service.
- Provide written summary of basic compliance requirements in Thailand.
- Correspondence by email, telephone and in person meetings when necessary.
