Individuals looking to operate a business in Thailand need to familiarise themselves with the business registration process. Registration gives it clear legal status, builds credibility and creates confidence among customers, partners and suppliers while opening doors for expansion.

Starting in Thailand means preparing complete and accurate documents that meet the Department of Business Development's requirements. This step is key, laying a solid foundation for your business and setting the stage for future growth and expansion. However, the registration process can be complex and challenging, especially for entrepreneurs who lack a basic understanding of the relevant laws and regulations.

This article will cover key aspects of Thai venture enrolment, including the different types of businesses, step-by-step procedures, the required paperwork and the criteria for business tax registration, helping you navigate the process more easily and confidently.

What's in this article?

• What is the business registration process in Thailand?
  
• What types of businesses can be registered in Thailand?
  
• Required steps and documents for business registration in Thailand
  
• What are the business tax registration requirements?
  
• Using Stripe Atlas to register a business in the United States
  
• Registering your business in Thailand: What to expect
  

What is the business registration process in Thailand?

Formally registering your venture under Thai law enhances asset management, legal responsibilities and tax liabilities. Beyond the administrative aspect, a legally registered business is more reputable to partners, investors and customers – simplifying expansion, borrowing money from financial institutions and operating internationally.

Registering becomes especially important as your business grows, particularly if revenue exceeds ฿750,000. From a tax perspective, incorporation can offer significant advantages. An individual's income over this threshold is taxed at 35%, whereas a registered business is subject to a maximum corporate income tax rate of just 20%.

With proper research and preparation of the necessary documents, the procedure stays manageable. The first step is deciding which structure best suits your needs.

What types of businesses can be registered in Thailand?

Before filing, understand Thailand's recognised structures:

• Registered ordinary partnership: This business structure involves all partners actively participating in management and sharing profits equally. Registering creates an official record of its details and terms, which helps build credibility with banks, associates and investors. Still, each partner is jointly and fully liable for debts and obligations, regardless of his or her share of the investment, resulting in a high level of financial risk for all involved. This type of business is best suited for entrepreneurs with a strong trust foundation willing to work closely and share responsibility.
  
• Limited partnership: This involves two or more associates, but differs from a registered partnership in terms of liability. It includes two types: a managing partner with unlimited liability, and a limited partner whose liability is capped to their investment. The managing partner is responsible for all debts and obligations of the business, but has full authority to make management decisions. Limited partners, on the other hand, are only liable up to the amount they've invested and have limited involvement in business decisions.
  
• Private limited company: This is Thailand's most popular business structure; at least two people hold equal equity. The industry operates to generate joint profits and share liability for debts, limited to each associate's investment. A limited company must register as a legal entity and suits businesses that have scaled, have high income or value and require systematic management. While it benefits from lower tax rates, it still files twice a year.
  
• Public limited company: This is a limited company in which the general public can trade shares on the stock exchange or the Market for Alternative Investment and become investors in proportion to their purchased shares. At least 15 shareholders and tighter disclosure rules apply than a private limited company. It is ideal for large businesses that need to raise capital via stock issuance.
  
• A business entity established or registered under a specific law: This refers to an entity whose formation and operation are governed by a legal framework specifically designed for that business, rather than general corporate law, such as banking, insurance, or energy and technology. The aim is to create transparency and stability for investors and stakeholders, and to facilitate more efficient supervision and audit of the entity. These outfits need at least 15 shareholders and 5 directors.
  

Required steps and documents for business registration in Thailand

Study the fundamentals first: which structure fits your responsibilities, management model and taxes, then compile the necessary forms. This is to prepare documents and other legal requirements according to the procedures.

Registering a legal entity in Thailand involves two main steps. First, file the memorandum of association. Once approved, proceed to register the limited company's incorporation. Filing can only take place after the memorandum is logged.

The Department of Business Development (DBD) specifies the steps for business registration even further, as we'll explain in the orders below:

1. Register the memorandum of association

Reserve a name

Choose a name for your business, ensuring it's not the same or too similar to any other listed venture. Be sure not to use illegal or misleading terms, such as country names or government departments.

Once chosen, reserve it by registering on the DBD website. Once approved, you'll receive a name reservation form and can start preparing the memorandum of association.

Prepare the following information and documents:

• An unexpired notification of the approved business name reservation
  
• Address of the business' head office, along with an email address, website and phone number
  
• Business' objectives
  
• The amount of registered capital, with at least 25% of it fully paid
  
• Names and personal details of each director, investor, and two witnesses – this includes address, occupation, age, a copy of their national ID or other identification (for foreigners), and the number of shares held by each shareholder
  
• Name, registration number and agreed-upon fee of a certified auditor
  
• Business' articles of association, if you wish to include specific terms and conditions for how the business will be managed
  

Submit the memorandum of association

When all documents are prepared, you can submit the registration of the memorandum of association to the registrar by the date specified in the legal entity name reservation notification.

Pay for and issue shares

After holding a statutory meeting, shareholders must pay the agreed-upon share price (in full or part, as required by law) and endorse the relevant forms before the formal registration process.

Offer shares in the business

Founders are not the only buyers; anyone can purchase at least one stock. Once fully subscribed, issue a letter calling a session of all investors.

Hold a statutory meeting

Founders and shareholders meet to approve the budget, establish the board of directors, appoint auditors, arrange equity payments, and call a session of investors and all selected personnel in the business to ensure a common understanding of the information.

Establish a board of directors

This step involves collecting 25% of the actual share value from shareholders on behalf of the business founders. Complete the business registration within three months of the statutory meeting. If the deadline passes, a new one must be held.

Prepare meeting minutes

Prepare meeting documents for use when applying for business incorporation registration.

2. Apply for business incorporation registration

The most important part of registering a business in Thailand is ensuring that all required forms are prepared carefully. The primary ones needed to register a limited business include:

• Business registration application: This is the primary form used to apply for business registration. It contains basic data such as the name, location and objectives.
  
• Certificate of business registration application: A summary sheet for the registrar.
  
• Incorporation registration details: Record of notable information such as registered capital, number of shares and financial data.
  
• Details of directors: A list of the names, addresses and positions of all business directors.
  
• List of shareholders: A document showing the names of all shareholders and the number of shares each one holds.
  
• Copy of the statutory meeting notice: A document confirming that the statutory meeting was called, including the meeting's date, time, location and agenda.
  
• Copy of the minutes of the statutory meeting: A record of the first meeting held after the business' incorporation, including the appointment of directors, initial policies and key resolutions.
  
• Copies of share certificates: Documents that show shareholders' rights, either in the form of share applications or actual certificates issued by the business.
  
• SorSorChor. 1 form: A document issued by the Social Security Office of Thailand confirming that the business is registered with the Social Security system (for those with employees).
  
• Copies of board members' identification cards: To verify their identity, all members must have national ID cards or other valid identification.
  
• Map of the office location: A clear map or photo showing the business' office location, with details that officials can verify.
  
• Copy of the articles of association (if applicable): Outlines the internal rules of the business, including the organisational structure, shareholder rights and responsibilities, meeting procedures, and major decision-making processes.
  
• Power of attorney (if applicable): A legal document authorising another person to act on behalf of the applicant during the enrolment process.
  

Additional forms might be needed depending on the specifics of the business, such as its nature, the number of foreign investors, the amount of registered capital, or other unique factors. Reviewing the requirements thoroughly and preparing all necessary paperwork before submission is paramount.

Apply for business incorporation registration

When the statutory meeting process has been completed and all documents prepared, the business' directors or authorised persons will submit an application to the DBD officials. If there are no errors, it will receive a legal entity registration number.

Receive business registration certificate

This step involves obtaining notable legal documents for running operations. When you reach this stage, your venture has been officially incorporated and registered. You can get the business registration from the registrar at the DBD in your residence or the provincial trade office.

All documents must be endorsed to certify their accuracy; one of the shareholders is obliged to sign other documents related to the organisation. Each is required to sign their documents personally.

What are the business tax registration requirements?

Once the business is registered, it is important to consider the tax payment and enrolment criteria to ensure that it operates transparently and legally, and avoid potential problems with the tax authorities later. The following are the initial requirements:

• Taxpayer identification number: Anyone with income, whether an individual or a corporation, must apply for a taxpayer identification number from The Revenue Department of Thailand.
  
• Corporate income tax: Businesses registered in Thailand are subject to corporate income tax at the statutory rate, which is generally 20%. That said, there are exceptions for small and medium-sized enterprises. An annual tax return (Por.Ngor.Dor. 50) is mandatory, and a semi-annual return (Por.Ngor.Dor. 51) could also be necessary based on estimated income. Tax is calculated on net profit after subtracting related expenses and various deductions as the law prescribes.
  
• Value-added tax (VAT) registration: If the business' revenue exceeds ฿1.8 million per year or is expected to exceed that amount the following year, it must register for VAT. Apply to the Revenue Department for a 13-digit tax identification number to conduct operations and issue tax invoices, including the monthly submission of VAT (Por.Por. 30).
  
• Withholding tax: Businesses are responsible for withholding tax from various income payments, such as salaries, wages or service fees. They are required to submit the withholding tax to the relevant department as needed.
  
• Specific business tax: Banking, commercial real estate leasing, and similar fields fall under this levy.
  
• Special business licence: Food and drinks, import/export, hazardous materials, or cosmetics often need extra permits – check sector statutes.
  

Using Stripe Atlas to register a Business in the United States

If you're looking to start a venture in the United States, Atlas provides a quick and straightforward way to structure your business to begin receiving payments, hiring a team and raising funds as soon as possible.

Filling out the Atlas form takes as little as 10 minutes. From there, the system does the rest—setting up your business details, applying for an IRS employer identification number, arranging for the issuance of shares, and filing your 83(b) tax election to determine your tax status automatically.

Stripe also provides a set of legal templates for service agreements and employment contracts. In addition, Atlas helps you open a U.S. business bank account and allows access to several Stripe payment tools to get your operation up and running and accept payments immediately.

Registering your business in Thailand: What to expect

Business enrolment in Thailand is a very important process for operations at all levels, whether they are startups or large investors on a national level. Having a legally established status enhances credibility and lays the groundwork for growth or joint ventures.

Although registering a business can seem complicated because it involves numerous steps and government agencies, careful planning and tidy paperwork make the task manageable. Services like Atlas can soon simplify Thai filings too, pairing expert accounting and legal advice with end-to-end paperwork support – turning a once complex procedure into a straightforward task.