Company Limited

Establish Company

Comprehensive Legal Solutions by Specter CNC & Partners Co., Ltd.

A Company Limited is the most popular and advantageous business structure in Thailand, offering limited liability to shareholders and providing flexibility in ownership and management. Whether you are a local entrepreneur or a foreign investor, establishing a Company Limited allows you to operate legally while protecting personal assets from business liabilities. At Specter CNC & Partners Co., Ltd., we offer end-to-end legal support, tailored to the specific needs of our clients, ensuring compliance with Thai regulations and a strong foundation for long-term success.

Why Choose a Company Limited Structure?

Limited Liability
One of the key benefits of a Company Limited is that the shareholders’ liability is limited to their investment in the company. This ensures that personal assets are protected from any debts or liabilities incurred by the business.

Separate Legal Entity
A Company Limited is a distinct legal entity, meaning it can enter into contracts, own property, and sue or be sued in its own name. This separation between the owners and the business provides greater operational flexibility and continuity, even if shareholders change.

Flexible Shareholding and Management
A Company Limited can be structured with both Thai and foreign shareholders. Foreign ownership is subject to certain restrictions under the Foreign Business Act, but with proper planning and guidance, companies can be structured to maximize foreign ownership while complying with Thai law.

Comprehensive Company Limited Services by Specter CNC & Partners Co., Ltd.

At Specter CNC & Partners Co., Ltd., we specialize in the full spectrum of legal services related to setting up and managing a Company Limited in Thailand. Our expert team provides strategic legal advice, ensuring that your company structure aligns with your business goals and complies with local regulations.

Company Formation and Registration
Setting up a Company Limited in Thailand involves a series of legal and regulatory steps that require detailed attention and proper documentation. Our firm provides a seamless process to ensure that your company is established in compliance with Thai law. Key services include:

Memorandum of Association (MOA): Drafting and filing the MOA, which outlines the company’s objectives, shareholding structure, and details of the promoters.
Articles of Association (AOA): Customizing the AOA to reflect the specific needs of your business, detailing governance rules, voting rights, and management procedures.
Capital Requirements: Advising on the appropriate registered capital for both Thai and foreign-owned businesses, ensuring compliance with minimum capital thresholds, especially for foreign shareholders.
Company Seal and Corporate Documents: Preparing the company seal and filing all necessary incorporation documents.

Foreign Ownership and Legal StructuresForeign investors seeking to establish a business in Thailand must navigate restrictions under the Foreign Business Act (FBA). Certain industries are reserved for Thai nationals, but there are legal avenues for foreign ownership:

Foreign Business License (FBL): We guide clients through the process of obtaining an FBL, allowing foreign ownership in restricted sectors.
Board of Investment (BOI): We assist clients in applying for BOI promotion, which allows 100% foreign ownership in eligible sectors, along with tax incentives and other benefits.

Shareholder Agreements and Corporate StructuringA clear and well-drafted shareholder agreement is essential for the smooth operation of any business. Our firm helps clients draft and negotiate agreements that protect their interests, ensuring transparency and preventing disputes. We focus on key elements such as:

Voting Rights and Decision-Making: Establishing clear rules around voting rights, board appointments, and decision-making authority to avoid future conflicts.
Exit Strategies: Defining procedures for share transfers, buyouts, and exit strategies in case a shareholder wishes to leave the company.
Dividends and Profit Distribution: Structuring how profits will be distributed among shareholders, ensuring fairness and legal compliance.

Corporate Governance and Compliance
Effective corporate governance ensures that your Company Limited operates within the bounds of Thai law while meeting the expectations of shareholders, regulators, and other stakeholders. Our services include:

Board Meetings and Resolutions: Advising on the frequency and structure of board meetings, preparing resolutions, and ensuring compliance with corporate governance standards.
Director Duties and Liabilities: Providing guidance on the roles, responsibilities, and legal obligations of directors under Thai law.
Annual Reporting: Preparing and filing all necessary annual reports, including audited financial statements, corporate tax filings, and updates to the Department of Business Development (DBD).

Work Permits and Visas for Foreign Directors and Employees
For foreign nationals working in a Company Limited, obtaining a work permit and visa is mandatory. Specter CNC & Partners Co., Ltd. provides full support in securing the necessary documentation:

Work Permit Applications: Assisting with the preparation and submission of work permit applications for foreign directors and employees.
Visa Applications and Extensions: Managing the visa process for foreign nationals, including initial visa applications and renewals for family members as well.

Taxation and Accounting Compliance
Every Company Limited in Thailand must comply with local tax and accounting regulations. Our firm partners with qualified accounting professionals to provide comprehensive services, ensuring your company remains compliant:

Corporate Tax Filings: Assistance with preparing and submitting corporate tax returns, ensuring compliance with the Thai Revenue Department.
VAT Registration: Advising on VAT registration requirements and managing the registration process.
Ongoing Financial Reporting: Preparing and filing financial statements and reports as required by law, ensuring your business remains compliant with Thai accounting standards.

Intellectual Property Protection
Safeguarding your business’s intellectual property (IP) is crucial, particularly in competitive markets. We help register trademarks, patents, and copyrights to protect your brand and innovations. Our legal team also provides support in:

IP Strategy: Advising on strategies to protect your intellectual property locally and internationally.
IP Dispute Resolution: Representing clients in disputes related to intellectual property, ensuring your rights are protected.

Ongoing Legal Support and Compliance
As your business grows, maintaining compliance with evolving regulations is critical. We offer ongoing legal services to ensure your Company Limited continues to operate smoothly and in line with Thai laws:

Compliance Audits: Conducting periodic audits to ensure that your company adheres to regulatory requirements.
Renewals and Updates: Managing license renewals, changes to corporate structure, and other updates required by Thai authorities.

Why Specter CNC & Partners is the Right Partner for Your Company Limited

Holistic Legal Solutions: From company formation to governance and compliance, we provide a full range of legal services to support your business at every stage.

Expertise in Foreign Ownership: With extensive experience helping foreign investors navigate Thai business laws, we ensure that your business structure maximizes ownership while remaining compliant with regulations.

Proactive and Preventive Approach: We work closely with clients to prevent potential legal issues, offering proactive legal advice that minimizes risk and ensures long-term success.

Client-Centric Service: Our personalized approach ensures that each client receives tailored solutions that align with their business goals and comply with local regulations.

Get Started with Specter CNC & Partners Co., Ltd.

If you are considering setting up a Company Limited in Thailand or need ongoing legal support for your existing business, Specter CNC & Partners Co., Ltd. is here to assist you. Our dedicated legal team provides professional, tailored services to ensure that your business is set up for success.