(1) 3 promoters.
These 3 promoters, must be 12 years of age, can be Thai or foreigner. However, these promoters are required to be natural person, not juristic person. Every promoter must subscribe at least 1 share. These promoters are responsible for registering the company with the Department of Business Development, under Ministry of Commerce. The promoters are needed to be available to sign any document during the registration process.The promoters of the company are jointly and unlimitedly liable for all obligations and disbursements not approved by the statutory meeting; even if approved they remain so liable until the completion of registration of the company.
(2) Name Reservation
Before registration, either 1 of 3 promoters must reserve the company name. The name must not be the same or close to that of other companies. Certain names are not allowed and therefore the name reservation guidelines of the Department of Business Development should be observed. The approved corporate name is valid for 30 days.
(3) Memorandum of Association
The promoters of the company must file a memorandum of association. The official in charge of company registration will review the memorandum of association, especially the company objectives, to determine whether it is (a) against the law, or (b) detrimental to public morals. Once satisfied, registration will be granted.
(4) Share Subscription
The company promoters will try to have all shares subscribed to. A private company is not permit to invite the public to subscribe to the shares. Each promoter is required to subscribe at least 1 share after the company’s registration.
Currently the registration of the company can be accomplished on the same day as the registration of the Memorandum of Association provided that:
(1) All registered shares have been subscribed for;
(2) A statutory meeting is held to transact the business with the presence of all promoters and subscribers, and all promoters and subscribers have approved the transacted business;
(3) The promoters have handed over the business to the directors; and
(4) The payment of at least 25% of the total shares has been paid by the shareholders.
If the registration does not take place within 3 months after the statutory meeting, the company is not formed, and all the money received from the share subscribers must be repaid without deduction. If any such money has not been so repaid within 3 months after the statutory meeting, the directors of the company are jointly liable to repay that money with interest from the expiration of the 3 months.
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