Buying a pre-registered company

Buying a pre-registered company in Thailand can be a convenient way to start a business quickly, but it requires careful due diligence to avoid legal and financial risks. Here’s what you need to know:

 

A pre-registered company (or "shelf company") is a legally incorporated entity that has never conducted business. It is registered with the Department of Business Development (DBD) but remains dormant until ownership is transferred.

  • Faster setup (avoids the 1-2 week registration process).
  • Immediate use for opening bank accounts, applying for licenses, or bidding on contracts.

Older registration date may be beneficial for credibility.

Due Diligence

  • Check company records at the DBD to confirm no liabilities, lawsuits, or debts.
  • Verify shareholders & directors – ensure no hidden ownership issues.
  • Review financial statements (if any) to confirm no tax liabilities.

Legal Compliance

  • Ensure the company was properly registered and complies with Thai laws.
  • Confirm that the company’s objectives (as stated in its Memorandum of Association) match your business needs.

Tax & Accounting

  • Check if the company has filed annual tax returns (even if dormant).
  • Confirm no outstanding VAT or withholding tax issues.

Share Transfer Process

  • The seller must transfer shares properly via a share purchase agreement.
  • New directors may need to be appointed (if required).
  • Update company details with the DBD and Revenue Department.
  1. Find a reputable seller (law firms, corporate service providers).
  2. Conduct due diligence (company search at DBD).
  3. Sign a Share Purchase Agreement (ensure legal protection).
  4. Transfer shares & update directors (submit forms to DBD).

Update bank signatories & tax records (notify the Revenue Department).

  • Hidden debts or legal issues (always verify financial records).
  • Fraudulent sellers (use a trusted law firm or agent).

Outdated documents (ensure all filings are up to date).

  • Prices vary based on company age, capital, and structure (typically THB 10,000 – 50,000).
  • Additional fees for due diligence, legal checks, and government filings.

If you’re concerned about risks, registering a new company (with 51% Thai ownership or under BOI promotion) may be safer.

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