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​Company establishment

We help companies that are expanding into Thailand and starting a business.
Leave it to Sun Set to set up your company. Below is the information regarding company establishment.

​​Our fee list for company establishment registration

Company formation

For business development in Thailand
4 business forms

◆Private joint stock company/local corporation (Company limited) The majority of foreign and Japanese companies use this form. Shareholders have limited liability. The company consists of three or more promoters/shareholders and one or more directors. A company with 40% or more foreign capital is considered a foreign-owned company and can only be represented by a foreigner. In addition, a company with less than 40% foreign capital is considered a Thai company and can be represented only by a Thai person or jointly with a foreigner. Furthermore, in Thailand, when establishing a corporation in the service and sales industries, only 49% foreign capital is allowed under the Foreign Capital Control Law. In other words, 51% Thai investment is required. This ratio may give rise to the influence of Thai investors even in their own companies. ◆Representative office As a branch office of a foreign company, its scope of work is limited and its purpose is to collect information, so it cannot engage in profit-making activities. From discovering products to purchase, product inspection, quality control, advice and services to Thai distributors, provision of information on new products, and reporting to the head office. The number of expatriates is 1 to 2. One Thai employee will be hired for each expatriate employee. Although withholding tax is payable, corporate tax is not payable. Capital of 3 million baht or more. ◆Branch office of foreign company Although we can conduct business activities, tax and legal responsibilities between Thailand and Japan are complicated. Capital of 3 million baht or more. Branches are not a common form of expansion, and there are only a few cases where they are recognized by entities other than banks. In the case of a branch, since it is not a local subsidiary, its capital and assets are shared with the head office, and its financial statements are also included in the head office's journal entries. Although it is possible to establish a corporation while keeping the head office in Japan, it is common to establish a branch office after establishing a local corporation. As a branch of a corporation registered outside of Thailand, it can only carry out the same operations as the head office or operations approved by the Department of Commerce. ◆Solely Japanese-owned business It is common to obtain investment incentives from the BOI. Japanese-only investment is possible even in manufacturing industries that are not regulated by the Foreign Business Law, but the scope is different from manufacturing industries in Japan, and OEM production and made-to-order production are service industries. The production of custom-made products is a contract business and not a manufacturing business.

① Deciding on the company name You will not be able to register your company name if there are identical or similar company names, so prepare up to 3 candidates. In addition, prior permission is required to use words related to licensed business. ② Articles of incorporation and company establishment registration The articles of incorporation include necessary information such as the trade name, location of the head office, company purpose, capital, face value (usually 1,000 baht or 100 baht), and the names and addresses of the promoters. After that, the incorporators (three or more) sign the articles of incorporation and apply for registration. Please note that administrative fees are required depending on the amount of capital. (50 baht per 100,000 baht of capital. Upper limit 25,000 baht, lower limit 500 baht) ③ Head office location (rental contract) If the rental contract is for a property other than an office building, some landlords may not let you rent because if it is a corporation, you will be required to file a tax return and the rental income will be discovered by the tax office. Landlords also do not approve corporate use permits for residential spaces in apartments and condominiums. The withholding tax on rent is 5%. Usually the landlord pays the cost, but please check the contract to see if it is tax-included or tax-exclusive. ④ Business content In company establishment registration, you can list many future business details, but in tax registration, you can write down the business you will actually perform. ⑤ Capital 2 million baht per foreigner x number of people. The capital ratio is foreign capital: Thai capital = 49% or less: 51% or more. ⑥ Two or more promoters/shareholders There is a regulation that the face value of each share is 5 baht or more, and the basic value of 1 share is 1000 baht. Corporations cannot be promoters. Shareholders can also be corporations. ⑦ Representative Director Authorized Director who has the right to sign. Register within 14 days from the date of election after being elected at the founding general meeting. There can be one or more representatives. It is also possible to obtain the signature of one person out of two or more representatives. It is also possible to sign jointly with two or more representatives. If a foreigner exercises his signature with the right of representation (right to sign), it will be considered an act of employment and a work permit will be required. ⑧ Company seal The design can include your logo and company name (English and Thai), or just one or the other. Company names include corporation. ⑨ Auditor Thai certified public accountant ⑩ Closing date This is normally set one year after the company's establishment date. Thai local companies often set the deadline at the end of the year. -After company establishment- ⑪ VAT tax registration Register at the tax office within 30 days from the registration date. Local Thai companies with annual sales of less than 1.8 million baht are not required to register as a VAT business, but if foreigners are working, it is necessary to obtain a work permit. Your corporate registration number will be your TAX ID. First, you will receive the VAT application form (PorPor 01), and then the tax office will send you the officially approved VAT registration certificate (PorPor 20). (Tax office staff may come to check on you. It will take approximately 1 to 2 months to receive the item.) ⑫ Social insurance registration Apply for social insurance and workers' compensation funds at the social insurance office. Within 30 days from the date of employment. In order to obtain a work permit, it is necessary to hire 4 Thai employees for each Japanese employee. Employers cannot participate. ⑬ If the business is licensed, obtain the necessary business license. ⑭ Opening a bank account In Thailand, banks in department stores are open until 7pm on Saturdays and Sundays. ⑮ Obtaining a work visa Renew your work visa before 90 days have passed after obtaining it. And it will be updated every year. ⑯ Obtaining a work permit Apply after obtaining a work visa. ⑰ Individual Taxpayer Number Application *Another method There is a way to register the company establishment with only 3 Thai shareholders without entering the Japanese names at first. If a foreigner becomes a promoter, proof of actual capital investment by the Thai shareholder (proof of bank balance in the name of a Thai person. If the capital is 2 million baht, 1,020,000 baht in cash. According to the Commercial Code, the investment amount is 25 This is because 255,000 baht in cash (which can be established if deposited for 9 days or more) is required. Later, the person authorized to sign will be changed from Thai to Japanese. The number of shares will be changed to 49% Japanese and 51% Thai. Monthly tax return and social insurance premium payment ① VAT Value Added Tax (PorPor 30) A 7% tax is levied on sales of services and goods within Thailand, which is borne by consumers. The amount of tax paid is the amount obtained by subtracting the INPUT VAT (input VAT) when a business buys and pays for a service or product from the OUTPUT VAT (sales VAT) when the business sells the service or product. If the amount is negative, the amount will be carried over to the next month. The monthly tax filing deadline is the 15th if filed at a tax office, or the 23rd if filed electronically. Thailand's VAT is invoice-based, and a VAT-registered vendor will issue his TAX INVOICE. -Requirements for tax invoice- ・Clearly indicate “TAX INVOICE” ・Issuing company name, address, taxpayer identification number (TAX ID) ・Partner company name, address, taxpayer identification number (TAX ID) ・TAX INVOICE number and book number if available ・Services, product items, quantities, prices ・Tax amount ・Issuance date *If you also write your taxpayer identification number (TAX ID) when creating your business card, it will be convenient for issuing the other party's tax invoice. For imports, the receipt issued by the Customs Bureau at the time of customs clearance is used as evidence in place of the tax invoice for goods, and for services, the receipt issued by the tax office at the time of tax payment (tax payment is due by the 7th of the following month using declaration form PorPor 36). ) corresponds to this. For imports, 7% tax will be applied to the CIF value plus customs duty and excise tax. Zero tax rate applies to exports. Additionally, sales, services, and imports of certain products are exempt from VAT. ② Withholding income tax (until the 7th deadline) The monthly tax filing deadline is the 7th if filed at a tax office, or the 15th if filed electronically. ・PorNgorDor .1 Company salary, bonus, and retirement allowance. ・PorNgorDor.3 Payment to individuals in Thailand. ・PorNgorDor .53 Payment to a company in Thailand. There are tax rates for each type of income. The main items are insurance/transportation 1%, advertising 2%, service/royalties 3%, rental/ground rent 5%, and dividends 10%. ・PorNgorDor .54 Payment to individuals and companies outside Thailand. There are tax rates for each type of income. A tax treaty has been concluded between Thailand and Japan. This is the case between Japanese companies in Thailand and their parent companies in Japan. Technical guidance fee/royalty/consulting fee 15%, interest on loans 15% (10% for financial institutions), dividend 10%. The withholding tax will be deducted before remittance to Japan. If you use foreign tax credit when paying withholding tax in Thailand on the Japanese side, a certain amount will be reduced to the amount of income tax (in certain cases, the amount of income tax and the amount of special reconstruction income tax). ③ Social insurance (SorPorSor) The deadline for paying monthly social insurance premiums is the 15th. 10% of the salary will be paid by the employer 5% and the employee 5%. The maximum contribution amount is a total of 1,500 baht (if the salary is 15,000 baht or more). By designating one public hospital, you can receive everything from diagnosis to prescription of medicine for free only at that hospital. The drawbacks are long waiting times and basic medical care only, so if you are looking for the same level of care as in Japan, you should choose a private hospital. ④Interim declaration (PorNgorDor.51) Thai corporate income tax is paid twice a year. For the first interim return, you will have to pay 1/2 of the tax amount on the estimated annual income and expenditure within two months after the six-month period has passed. Not required if the first year of establishment is less than 12 months. If the estimated annual income and expenditure amount is 25% or more lower than the actual income and expenditure amount, 20% will be applied to the tax shortfall unless there is a reasonable reason (e.g. interim tax payment is 1/2 or more of the previous year's tax payment) Late tax will be charged. ⑤Financial statement (PorNgorDor.50) A general meeting of shareholders will be held within 120 days from the closing date to approve financial statements. Reports to the tax office and tax payments must be made within 150 days from the closing date. The declaration to the Ministry of Commerce must be made within one month from the date of the general meeting of shareholders. ⑥Corporate tax The corporate tax rate is generally 30%, but tax reduction measures are currently in place through time-limited legislation, and a 20% tax rate is applied to taxable income. (Amounts below 300,000 baht are tax exempt) As a special tax reduction measure for small and medium-sized enterprises (capital of 5 million baht or less and annual revenue of 30 million baht or less), progressive taxation is applied according to the amount of profits. ⑦Personal income tax Individuals must file their annual tax return by March of the following year. There is no year-end adjustment or local tax like in Japan. Businesses withhold taxes and pay taxes every month. The monthly personal income tax for Japanese people is approximately 1,800 baht for a minimum salary of 50,000 baht (annual income of 600,000 baht). Although it cannot be deducted on monthly tax returns, it is recorded as an expense when closing the accounts. The upper limit for deductible entertainment expenses is 0.3% of the annual gross sales or capital, whichever is greater (however, the upper limit is 10 million baht). ⑧Signboard tax This is a tax that is levied based on the area of the signboard outside the building. Tax returns are filed once a year in March. A declaration must be made within 15 days after the new signboard is installed. The minimum tax is 200 baht per signboard. Thai characters only...3 baht per 500 cm2. Thai is on the top, and below is a foreign language or a picture/photo/mark... 20 baht per 500 cm2. Something that doesn't have Thai. Or Thai is listed under foreign language... 40 baht per 500 cm2. Thai Labor Protection Act   ①Working days, working hours, break times Within 6 days per week. 8 hours a day, no more than 48 hours a week. A break of 1 hour or more within 5 hours after starting work (not included in working hours) ②Holidays One or more days off per week. There are at least 13 public holidays a year. ③ Overtime work/holiday work Within 36 hours per week. Overtime work 1.5 times. Double work on holidays. Triple overtime work on holidays. Normal hourly wage = basic wage ÷ 30 days ÷ 8 hours worked per day. ④Vacation Employees who have worked for at least one year will receive at least 6 days of annual paid vacation per year (even if the employee has worked for less than a year, they must be paid according to the number of days worked). Employees are allowed 30 days of sick leave (all paid) per year, and must submit a doctor's certificate for 3 or more consecutive days. Maternity leave is 90 days (45 days are paid, the remaining 45 days are paid by the social insurance office). Military leave is during the conscription period (60 days with pay). Leave from home is not a legal system, so it is optional. ⑤Dismissal/Dismissal Allowance/Special Dismissal Allowance If you are resigning due to business relocation and fail to give 30 days' advance notice, you will receive regular termination allowance + 30 days of special allowance. In the case of a reduction in the number of workers due to rationalization through the introduction of new technology or machinery, failure to give 60 days' advance notice will result in regular dismissal allowance + 60 days of special allowance. If you have been working for 6 years or more, you will receive an additional 15 days of special allowance for each year of service. There is an obligation to buy back any unused paid wages that are within two years old. Redundancy allowance (compensation money) Period of service                   Allowances 120 days or more but less than 1 year 30 days worth of wages 1 year or more but less than 3 years 90 days' wages 3 years or more but less than 6 years 180 days' wages 6 years or more but less than 10 years 240 days' wages 10 years or more 300 days' wages No compensation will be paid in the case of voluntary resignation. trial period The stipulation is within 119 days. There is no need to pay termination compensation during this period, but it is a violation to notify the employee of termination on the last day of the trial period, so it is still necessary to give one month's notice. Temporary closure If an employer temporarily suspends business and suspends labor activities, it must pay workers 75% of their normal salary. Notify the worker and the labor inspector at least 7 days in advance.

Flow of company establishment

Various licenses

There are various licenses that a company must obtain depending on the type of business before starting operations in Thailand.
Depending on the type of business, it is mandatory to obtain a license from the competent government agency.
Therefore, SUNSET will easily and quickly obtain your license.
Please feel free to consult with him.

Various license price list

会社設立に関わる説明

Monthly tax return and social insurance premium payment

① VAT Value Added Tax (PorPor 30) A 7% tax is levied on sales of services and goods within Thailand, which is borne by consumers. The amount of tax paid is the amount obtained by subtracting the INPUT VAT (input VAT) when a business buys and pays for a service or product from the OUTPUT VAT (sales VAT) when the business sells the service or product. If the amount is negative, the amount will be carried over to the next month. The monthly tax filing deadline is the 15th if filed at a tax office, or the 23rd if filed electronically. Thailand's VAT is invoice-based, and a VAT-registered vendor will issue his TAX INVOICE. -Requirements for tax invoice- ・Clearly indicate “TAX INVOICE” ・Issuing company name, address, taxpayer identification number (TAX ID) ・Partner company name, address, taxpayer identification number (TAX ID) ・TAX INVOICE number and book number if available ・Services, product items, quantities, prices ・Tax amount ・Issuance date *If you also write your taxpayer identification number (TAX ID) when creating your business card, it will be convenient for issuing the other party's tax invoice. For imports, the receipt issued by the Customs Bureau at the time of customs clearance is used as evidence in place of the tax invoice for goods, and for services, the receipt issued by the tax office at the time of tax payment (tax payment is due by the 7th of the following month using declaration form PorPor 36). ) corresponds to this. For imports, 7% tax will be applied to the CIF value plus customs duty and excise tax. Zero tax rate applies to exports. Additionally, sales, services, and imports of certain products are exempt from VAT. ② Withholding income tax (until the 7th deadline) The monthly tax filing deadline is the 7th if filed at a tax office, or the 15th if filed electronically. ・PorNgorDor .1 Company salary, bonus, and retirement allowance. ・PorNgorDor.3 Payment to individuals in Thailand. ・PorNgorDor .53 Payment to a company in Thailand. There are tax rates for each type of income. The main items are insurance/transportation 1%, advertising 2%, service/royalties 3%, rental/ground rent 5%, and dividends 10%. ・PorNgorDor .54 Payment to individuals and companies outside Thailand. There are tax rates for each type of income. A tax treaty has been concluded between Thailand and Japan. This is the case between Japanese companies in Thailand and their parent companies in Japan. Technical guidance fee/royalty/consulting fee 15%, interest on loans 15% (10% for financial institutions), dividend 10%. The withholding tax will be deducted before remittance to Japan. If you use foreign tax credit when paying withholding tax in Thailand on the Japanese side, a certain amount will be reduced to the amount of income tax (in certain cases, the amount of income tax and the amount of special reconstruction income tax). ③ Social insurance (SorPorSor) The deadline for paying monthly social insurance premiums is the 15th. 10% of the salary will be paid by the employer 5% and the employee 5%. The maximum contribution amount is a total of 1,500 baht (if the salary is 15,000 baht or more). By designating one public hospital, you can receive everything from diagnosis to prescription of medicine for free only at that hospital. The drawbacks are long waiting times and basic medical care only, so if you are looking for the same level of care as in Japan, you should choose a private hospital. ④Interim declaration (PorNgorDor.51) Thai corporate income tax is paid twice a year. For the first interim return, you will have to pay 1/2 of the tax amount on the estimated annual income and expenditure within two months after the six-month period has passed. Not required if the first year of establishment is less than 12 months. If the estimated annual income and expenditure amount is 25% or more lower than the actual income and expenditure amount, 20% will be applied to the tax shortfall unless there is a reasonable reason (e.g. interim tax payment is 1/2 or more of the previous year's tax payment) Late tax will be charged. ⑤Financial statement (PorNgorDor.50) A general meeting of shareholders will be held within 120 days from the closing date to approve financial statements. Reports to the tax office and tax payments must be made within 150 days from the closing date. The declaration to the Ministry of Commerce must be made within one month from the date of the general meeting of shareholders. ⑥Corporate tax The corporate tax rate is generally 30%, but tax reduction measures are currently in place through time-limited legislation, and a 20% tax rate is applied to taxable income. (Amounts below 300,000 baht are tax exempt) As a special tax reduction measure for small and medium-sized enterprises (capital of 5 million baht or less and annual revenue of 30 million baht or less), progressive taxation is applied according to the amount of profits. ⑦Personal income tax Individuals must file their annual tax return by March of the following year. There is no year-end adjustment or local tax like in Japan. Businesses withhold taxes and pay taxes every month. The monthly personal income tax for Japanese people is approximately 1,800 baht for a minimum salary of 50,000 baht (annual income of 600,000 baht). Although it cannot be deducted on monthly tax returns, it is recorded as an expense when closing the accounts. The upper limit for deductible entertainment expenses is 0.3% of the annual gross sales or capital, whichever is greater (however, the upper limit is 10 million baht). ⑧Signboard tax This is a tax that is levied based on the area of the signboard outside the building. Tax returns are filed once a year in March. A declaration must be made within 15 days after the new signboard is installed. The minimum tax is 200 baht per signboard. Thai characters only...3 baht per 500 cm2. Thai is on the top, and below is a foreign language or a picture/photo/mark... 20 baht per 500 cm2. Something that doesn't have Thai. Or Thai is listed under foreign language... 40 baht per 500 cm2.

personal income tax rate

Thai Income Tax

​Main income tax deductions

会社設立に関わる説明

Thailand Labor Protection Act

①Working days, working hours, break times Within 6 days per week. 8 hours a day, no more than 48 hours a week. A break of 1 hour or more within 5 hours after starting work (not included in working hours) ②Holidays One or more days off per week. There are at least 13 public holidays a year. ③ Overtime work/holiday work Within 36 hours per week. Overtime work 1.5 times. Double work on holidays. Triple overtime work on holidays. Normal hourly wage = basic wage ÷ 30 days ÷ 8 hours worked per day. ④Payment date and place of basic salary/overtime allowance ⑤Vacation Employees who have worked for at least one year will receive at least 6 days of annual paid vacation per year (even if the employee has worked for less than a year, they must be paid according to the number of days worked). Employees are allowed 30 days of sick leave (all paid) per year, and must submit a doctor's certificate for 3 or more consecutive days. Maternity leave is 90 days (45 days are paid, the remaining 45 days are paid by the social insurance office). Military leave is during the conscription period (60 days with pay). Leave from home is not a legal system, so it is optional. ⑥Discipline/Penalties ⑦ Appeal ⑧Dismissal, dismissal allowance, special dismissal allowance If you are resigning due to business relocation and fail to give 30 days' advance notice, you will receive regular termination allowance + 30 days of special allowance. If the number of workers is reduced due to rationalization through the introduction of new technology or machinery, failure to give 60 days' advance notice will result in regular termination allowance plus 60 days of special allowance. If you have been working for 6 years or more, you will receive an additional 15 days of special allowance for each year of service. There is an obligation to buy back any unused paid wages that are within two years old. Redundancy allowance (compensation money) Period of service Allowance 120 days or more but less than 1 year Wage 30 days 1 year or more but less than 3 years 90 days worth of wages 3 years or more but less than 6 years 180 days worth of wages 6 years or more but less than 10 years 240 days worth of wages 10 years or more 300 days' wages No compensation will be paid in the case of voluntary resignation. trial period The stipulation is within 119 days. There is no need to pay termination compensation during this period, but it is a violation to notify the employee of termination on the last day of the trial period, so it is still necessary to give one month's notice. Temporary closure If an employer temporarily suspends business and suspends labor activities, it must pay workers 75% of their normal salary. Notify the worker and the labor inspector at least 7 days in advance.

Thailand Minimum Wage

2022 minimum wage revision (daily amount)

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