A Thai private limited company is registered with the Department of Business Development by at least two promoters, who adopt a memorandum, hold a statutory meeting and then apply for registration, which can be done online. The company receives a 13-digit juristic person number and must keep books, appoint an auditor and file yearly financial statements.
Under the Civil and Commercial Code, a private limited company is a legal entity whose shareholders are liable only for the unpaid value of the shares they hold. That limit on personal exposure is the main reason it is the standard vehicle for Thai start-ups, family businesses and local subsidiaries of foreign groups. A sole proprietorship or an ordinary partnership offers no such shield, and a public limited company carries heavier governance duties than a small business needs.
The company is also the form that most customers expect. Large buyers usually want to contract with a juristic person that has a registered address, a 13-digit registration number and filed financial statements they can look up. A freelancer invoicing as an individual can find that procurement teams hesitate, while a company with a DBD certificate passes the first supplier check without discussion.
The trade-off is administration. A company must hold shareholder and board meetings, keep minutes, maintain a shareholder register, keep proper accounts and have them audited every year. Founders who price the cost of an accounting firm and an auditor into the plan from the start are rarely surprised later.
Registration starts with a name. The DBD allows a name search and reservation online, and a name that is identical or confusingly similar to an existing company will be refused. It is sensible to check the name against trademarks as well, because the DBD register does not settle trademark conflicts.
Next the promoters sign and register the memorandum of association, which sets out the company name, the province of the registered office, the objects and the registered capital divided into shares. Since the amendment of the Code, two promoters are enough. Once the shares are subscribed, the promoters call a statutory meeting, where the articles are adopted, the first directors are appointed and the auditor is named.
After the statutory meeting the directors apply to register the company within the period the Code sets, which is three months from the meeting. The application can be filed through DBD e-Registration or at a registration office, with the supporting documents such as the identity papers of the directors, proof of the registered office and the signed minutes. Once approved, the DBD issues the certificate showing the 13-digit juristic number, the directors with signing authority and the registered capital.
The law sets no general minimum registered capital for an ordinary company, but the figure you choose matters. It signals scale to banks and customers, it drives the DBD registration fee, and it affects whether the company later qualifies for the lower SME income tax rates, which depend on paid-up capital. Choosing an inflated number to look impressive can backfire, because shareholders are liable for any unpaid part of their shares if the company fails.
When the shares are subscribed, each shareholder must pay in at least 25 % of the value of the shares taken, and the remainder can be called later by the board. That staged payment is common, but it creates a liability that sits quietly on the balance sheet. A shareholder who has paid only a quarter can be asked to fund the rest, and a liquidator will do exactly that.
Foreign investors should consider the shareholding structure at this stage, because the Foreign Business Act limits non-Thai ownership in many activities. That topic has its own page in this cluster, and it is worth reading before the memorandum is signed rather than after.
The DBD certificate is the starting line, not the finish. The juristic number also functions as the tax identification number, but the company still has to register separately for VAT if it expects to exceed the threshold, and as an employer with the Social Security Office once it takes on staff. Opening a corporate bank account is the next task, and the bank will ask for a recent certificate, the board resolution authorising the signatories and their identity documents.
Decide early who keeps the books. Thai law requires a company to keep accounts and appoint a qualified bookkeeper, so a founder who intends to do it personally should confirm that this is permissible and realistic. Many small companies hire an external accounting firm on a monthly retainer, which also handles the monthly tax calendar.
Prepare the commercial paperwork too: a letterhead with the registered name and tax ID, a numbering scheme for invoices and a folder structure for contracts. Issuing the first invoice with a missing field is the most common avoidable error in the first month.
Every year the company must hold an ordinary general meeting within the period the Code sets after the end of its accounting period, approve the financial statements that a licensed auditor has examined, and submit them to the DBD within one month of the meeting. The corporate income tax return follows on its own timetable with the Revenue Department, and a half-year estimate is due as well. A change of directors, address or capital is also notified to the DBD.
Missing a filing is not just paperwork. The DBD can fine the company and its directors, and an overdue set of accounts is a common trigger for questions from banks and from the Revenue Department. Put the statutory dates in a shared calendar and assign an owner for each.
The 4b2b tools can support the routine around this, not the filing itself. You can issue PDF invoices and keep them in an archive with 4invoices, keep the books in 4softerp, and keep employee records in 4softhr. None of them files with the DBD, the Revenue Department or the Social Security Office, so each registration and return remains a manual step agreed with your accountant.
The certificate is issued, but there is no invoicing system yet, so the first documents are made by hand with missing details.
Issue invoices as PDFs from the first day and keep them in the invoice archive; you enter the company details and tax ID yourself. 4invoices does not file anything with the DBD or the Revenue Department.
Founders have no in-house accounting team, yet the law requires books and year-end statements.
Agree a chart of accounts with your chosen accounting firm and keep the books in 4softerp, a multi-company financial ERP. Closing the books and filing financial statements with the DBD happen outside the system.
The registered address, directors and capital are copied from one document to another by hand, and small differences creep in.
Keep one master sheet with the details exactly as shown on the DBD certificate and paste from it into every invoice template and contract. Nothing is read from the DBD register, so a change of director or address must be updated by you in each place.
Since the amendment to the Civil and Commercial Code, a private limited company can be formed with a minimum of two promoters. They sign the memorandum of association, subscribe the shares and call the statutory meeting. Each promoter must be a person or entity able to hold shares, and the registration papers record their names and addresses.
Yes. The DBD runs an e-Registration service through which the memorandum, the statutory meeting records and the registration application can be filed electronically, with the registrar reviewing them online. Some steps, such as proof of the registered office or certified identity papers, still need correct documents prepared in advance, so check the current DBD instructions before you start.
There is no general statutory minimum for an ordinary private limited company, although some regulated activities and certain visa or work-permit purposes expect a specific amount. Shareholders must pay at least 25 % of the share value on subscription. Ask the competent authority whether your type of business has its own capital requirement before you fix the figure.
It is the juristic person registration number and also serves as the company tax identification number. You will use it on invoices, tax returns, bank forms and employer registration. Because it identifies the company in the DBD register, customers can look up your directors and filed financial statements by it, which is why a correct, consistent entry on every document matters.
Yes. A company must have its yearly financial statements examined by an auditor holding a licence from the competent professional body, and the auditor is named at the statutory meeting or the annual meeting. Small companies still audit; there is no general exemption by size for a private limited company, so budget for it from the first accounting period.
PDF invoices and an invoice archive from day one. Registration is done with the DBD.
