Business Registration rules

Limited company registration rules

The Business Registration Rules are aimed at preventing the misuse of Thai nationals as nominee shareholders

Order of the Business Registration Office, Department of Business Development. Order No. 102/2549. Pursuant to the Order of the Business Registration Office No. 1/2538 Regulations for the Partnership and Company Registration B.E.2538, dated on March 13, 1995 (BE 2538), stipulates that the person, who desires to register a partnership and company limited, is subjected to submit the application form and the supplementary document complying to the appendix of the aforementioned Order;

Now, under the Condition 3, Clause 3, of the Ministerial Regulation regarding to the establishment of the Business Registration Office, the appointment of the registrar and the determination of the rules and regulations for the partnership and company limited registration B.E.2549 which is issued under the Civil and Commercial Code (in the section regarding to the Partnership and Company), the Registrar General hereby stipulates the rules and regulations for the registration of the partnership and company limited which has the foreigner(s) holds the shares of the partnership or company at the proportion begins from 40% but less than 50% of the registered investment capital, or the foreigner holds the shares less than 40% of the registered capital and the foreigner is authorized to act on behalf of the said partnership or the company limited.

New 2013 business registration rules require all new companies with any number of foreign shareholdings involved to declare the sources of funds used by the Thai shareholders/ promotors for financing their share in the company.

For the aforementioned case, all Thai national shareholders are subjected to submit the evidences showing the source of the investment together with the application form of the business registration. The said evidence shall contain the detail of the amount of money which matches to the amount of the investment that each Thai shareholder has invested in the Company or the partnership. The required evidence shall be one of the following documents:

  1. Copy of the bank statement of the most recent record of the last 6 months or;
  2. Any document which issued by the Bank to certify the financial status of the shareholder or;
  3. Copy of the evidence that shows the source of the investment that the Thai shareholder invested in the partnership or company limited.

This regulation shall be commencing in full force from this August 15, 2006 .

Order dated on July 20, 2006

Ms. Orrajit Singkhalawanitch
Director-general of Department of Business Development
The Registrar General