Beginners entrepreneur knowledge
Running a commercial business can be carried out in many ways, with one person being the owner of the business alone. Or it may be operated by a joint investment with other persons as a group of faculties. Entrepreneurs have to take into account several important elements, such as the nature of the business, capital, knowledge and ability to operate the business, etc. in order to run the business successfully. Bring maximum benefit and profit
Business Organization Model
Is a legal entity (Legally registered)
- Registered partnerships are divided into registered ordinary partnerships. And limited partnership
- Company Limited
- Public company limited
- Business organization Established or registered under a specific law
Not a legal entity (May be registered under the Commercial Registration Act)
- Single owner business
- Ordinary partnership
According to the Civil and Commercial Code Has divided the partnership into 2 types:
(1) ordinary partnership
(2) limited partnership
Is a type of partnership which has one type of partner In which all partners are jointly liable for all liabilities of the partnership, in an unlimited amount
Ordinary Partnership Whether to register as a juristic person or not Therefore, ordinary partnerships can be divided into 2 types:
(1) Unregistered ordinary partnership Which is not a legal entity
(2) Registered ordinary partnership Which is a legal entity and has a specific name that "Ordinary partnership"
Ordinary partnership structure
(1) Having 2 or more partners
(2) having a partner of one type, that is, a partner of unlimited liability In which all partners must be jointly responsible for all liabilities Of an unlimited number of partnerships
(3) Every partner can become a managing partner.
(4) Registrations or not according to the Civil and Commercial Code.
If registered called "Ordinary partnership"
Is a type of partnership which has 2 types of partners as follows:
(1) Partners in limited liability are one or more partners. The liability is limited to the amount that he accepts to invest in a partnership only.
(2) A partner of unlimited liability is one or more partners who are liable for all liabilities of a partnership without limitation.
(1) Having 2 or more partners
(2) There are 2 types of partners:
- Partners with limited liability Only liable for the amount received to invest in the partnership.
- Partnerships with unlimited liability Liability of the debt of the partnership without limitation.
(3) Partners with unlimited liability are managing partners.
(4) Must be registered under the Civil and Commercial Code.
Operation of partnership establishment
When there are two or more people Decided to join investment and operate as a juristic partnership in any of the above types Managing Partner Appointed by all partners shall be the person responsible for the application for registration of the establishment of the partnership with the competent official at the Office of the Company Partnership Registration where the head office is located.
In the case of a limited partnership The law requires the partner manager. Can be only a partner with unlimited liability only
Actions for registration, amendment or dissolution and liquidation of partnerships
In the event that the registered partnership agrees to amend any items it has registered. Otherwise Or a partner wishing to dissolve the business Will have to apply for registration, amendment of such items or registration of dissolution and completion of the liquidation at the Office of the Company Partnership Registration where the head office is located
Registration of establishment and amendment must be done in accordance with the method and criteria prescribed by the laws and government regulations.
List of registered partners that must be amended and amended
(1) Name of partnership
(2) Location of the head office and / or branch office
(3) Objectives of the partnership
(5) Managing partner
(6) limitation of managing partner power
(7) Seal of partnership
(8) other items deemed appropriate to be known to the public.
(9) merging partnerships
limited partnership Ordinary Partnership Registered under the Civil and Commercial Code has a duty to prepare annual financial statements. Filed with the Office of Business Information Management Department of Business Development Or the Provincial Trade Registration Office, as the case may be, within 5 months from the closing date of the fiscal year Even though not yet operating Otherwise, guilty and punishable A fine not exceeding fifty thousand baht
Entities that are required by law to submit their registration period
(1) Application for registration of amendment to managing partner Must submit the registration within 14 days from the date of change (Managing partner in - out)
(2) Application for registration of the dissolution of a partnership Must submit an application for registration within 14 days from the date of dissolution.
(3) Application for registration to change the liquidator Must submit an application for registration within 14 days from the date of change
(4) Application for registration, amendment of the powers of the liquidator The registration application must be submitted within 14 days from the date the meeting has passed a resolution. Or the date the court made the judgment
(5) Application for registration for the completion of the liquidation of the partnership. The registration application must be submitted within 14 days from the date the meeting has passed a resolution.
(6) Submission of the report of liquidation of the partnership Must be submitted every 3 months. The liquidator must submit the settlement report within 14 days from the due date of 3 months.
Is a type of company established by dividing equity shares, each of which has equal value, with each shareholder liable limited to the amount that they have not yet submitted to the full value of the shares they hold.
Structure of "Limited company"
1. Must have at least 7 investors.
2. Share capital And have the same value per share
3. The share value must not be less than 5 baht.
4. The liability of shareholders is limited. (Only for the amount of shares that have not been fully used)
5. Must be registered under the Civil and Commercial Code.
Establishment of a limited company
In the establishment of a limited company Must be performed in the following sequence of steps
(1) Must have 7 or more promoters to join together to produce a memorandum of association. And go to register
(2) when the memorandum of association has been registered The promoter must allocate the shares of the company to be established to have all the participants subscribed for the shares.
(3) Conducting a company setting meeting The notice of the meeting must be sent to the booker at least 7 days in advance of the meeting date.
(4) When having a meeting to establish the company And the meeting has appointed the Company's directors. The promoters must delegate the business to the company's directors to take it forward.
(5) Company Directors require promoters and subscribers to pay at least 25% of the share value. (The company's capital can be divided into any number of shares But not less than 5 baht per share)
(6) When receiving payment for shares Directors must register as a company within 3 months after the statutory meeting.
Operation for registration, amendment or dissolution and liquidation of limited company account
In the event that the limited company agrees to amend any items registered Otherwise Or shareholders will dissolve the business Will have to apply for registration, amendment of such items or registration of dissolution and completion of the liquidation at the Office of the Company Partnership Registration where the head office is located
Registration of establishment and amendment must be carried out in accordance with the method and criteria prescribed by laws and government regulations.
Registration list that the company has to register for amendment
3.1 Amendment of the memorandum of association before the establishment of the company
3.2 Special resolutions of the company to
(1) Capital increase
(2) capital reduction
(3) merging companies
3.3 Merge companies
3.4 Amendment of the book of Bridging Sonthi after setting up the company
3.5 Increase capital
3.6 Capital reduction
3.8 Number or names of directors who sign to bind the company
3.9 Location of head office and / or branch office
3.10 Company brand
3.11 Other items that are deemed appropriate to be known to the public
Company Limited Duty
(1) A limited company must produce financial statements at least once every twelve-month period with at least one auditor audited. And presented to the shareholders' meeting for approval of the financial statements within 4 months from the closing date of the fiscal year Along with submitting financial statements to the Business Information Service Office Department of Business Development Or at the Provincial Business Development Office within 1 month from the date of approval of the financial statements This includes companies that, although not yet operated. Must also submit financial statements Otherwise, he is liable to a fine not exceeding fifty thousand baht.
(2) Prepare a list of shareholders as of the date of the general meeting of shareholders and submit to the Bangkok Metropolitan Partnership Registration Office. Or at the Provincial Partnership Registration Office, as the case may be, within 14 days of the meeting date Otherwise, he is liable to a fine not exceeding ten thousand baht.
(3) An ordinary general meeting must be held after 6 months from the registration date. Is a legal entity And hold at least one next meeting every 12 months(4) Must provide share certificates for the shareholders of the company. Otherwise, he is liable to a fine not exceeding ten thousand baht.
(5) Must prepare a register of shareholders of the company. Otherwise, guilty and punishable A fine not exceeding twenty thousand baht
Entities that are required by law to submit their registration period
(1) Application for establishment of a company Which must submit an application for registration within 3 months from the date of the establishment of the company
(2) Application for registration of appointment of new directors of the company and / or retiring directors. The registration application must be submitted within 14 days from the date of appointment of new directors. Or the retiring directors
(3) Application for registration of a special resolution to increase capital Or reduce the capital of a limited company Or to merge a limited company The registration application must be submitted within 14 days from the date the meeting has passed a special resolution.
(4) Application for registering a new regulation Or amend the articles of association of a limited company The registration application must be submitted within 14 days from the date the meeting has passed a special resolution.
(5) Application for registration of amalgamation of limited companies The registration application must be submitted within 14 days from the date of the merger.
(6) Application for registration of dissolution of a limited company Must submit an application for registration within 14 days from the date of dissolution.(7) Application for registration to change the liquidator Must submit an application for registration within 14 days from the date of change
(8) Application for registration, amendment of the power of liquidator The registration application must be submitted within 14 days from the date the meeting has passed a resolution. Or the date the court made the judgment
(9) Application for registration for the completion of liquidation of a limited company The registration application must be submitted within 14 days from the date the meeting was signed.
Characteristics of a public company limited
A public limited company is a type of company established with the intention of offering shares to the public. The shareholders have liability limited to the amount of the shares pay. And the said company has stated Such purpose in the memorandum of association
It can be concluded that the Public Limited Companies Act 1992 has stipulated the structure of public limited companies as follows:
(1) Number of shareholders There are at least 15 shareholders
(2) Registered Capital There is no minimum authorized capital.
(3) share value and payment for shares Each public limited company share must have the same value. And must pay for the shares once in full.
(4) The number of directors must consist of at least 5 directors and not less than 5 directors. More than half of them must have an address in Thailand.
Establishment of a public company limited
Establishment of a public limited company It may be performed by one of the following methods.
(1) Registration of company establishment Beginning by 15 people or more Register the memorandum of association And proceed to prepare a prospectus for the public to buy shares Or when the promoter has subscribed for all shares as specified in the memorandum of association Will call a meeting to establish the company Thereafter, the promoter is required to hand over the business and all documents to the board of directors of an elected public limited company. In order to continue to register the company
(2) Conversion of a private company to a public limited company Private companies may transform into Public company limited When the shareholders' meeting has a special resolution under the Civil and Commercial Code
See instructions for the process of converting a private company into a public company.
Public limited companies from two or more companies Or a public limited company with a private company May merge into a public limited company At the shareholders' meeting of each company to be amalgamated, not less than three-fourths of the total number of votes of the shareholders who attend the meeting and have the right to vote by merging with a private company, the shareholders' meeting of that private company Must have a special resolution to combine According to the Civil and Commercial Code
Procedures for registration of the amalgamation of public companies with private companies
The registration method has the same rules and procedures as for the registration of partnerships and companies.
Where to apply for registration
Application for registration of a public limited company The applicant for registration must submit the registration application to the competent official at any of the following places:
(1) Submit to the Registrar or competent official at the Central Business Registration Division. Department of Business Development
(2) Submit to a competent official at the Provincial Business Development Office. In the province at the headquarters of The company is located
(3) sent by registered mail to the registrar at the central business registration section Department of Business Development
Public company registration The applicant for registration must pay the following registration fees:
(1) Registration of the memorandum of association of the company
For every amount not exceeding 1,000,000 baht of the registered capital --1,000 baht
Fraction of 1,000,000 baht shall be calculated as 1,000,000 baht but when the total does not exceed --50,000 baht.
(2) Registration of amendment to the memorandum of association
To increase capital before registering as a company
For every amount not exceeding 1,000,000 baht of the amount of the required capital increased -1,000 baht
Fraction of 1,000,000 baht shall be calculated as 1,000,000 baht but when the total does not exceed -50,000 baht.
(3) Company registration
For every amount not exceeding 1,000,000 baht of the amount of the fixed capital -1,000 baht
Fraction of 1,000,000 baht shall be calculated as 1,000,000 baht but when the total does not exceed -250,000 baht.
(4) Registration of conversion of a private company
For every amount not exceeding 1,000,000 baht of the amount of the fixed capital 1,000 baht
Fraction of 1,000,000 baht shall be calculated as 1,000,000 baht but when the total does not exceed -50,000 baht.
(5) Registration of amalgamation -10,000 baht
(6) Registration of dissolution of the company 500 baht
(7) Registration of other matters 500 baht per matter
(8) Issuance of certificate of registration 200 baht each
(9) Requesting a copy or requesting a photocopying together with a certification 50 baht per page if it is a request for a copy or a photocopying request. With the certification of the company
Outside the province where the headquarters of that company is located To collect additional expenses as necessary and actually spend
(10) Certification of content in the registration certificate 40 baht per subject
Duty of a public company limited
(1) The company must submit a list of shareholders. Annual general meeting date to the Registrar Within 1 month from the date of the meeting
(2) The company must submit an annual report. Copy of financial statement A copy of the minutes of the shareholders meeting regarding Approve financial statements Profit allocation And dividends to the registrar within 1 month from the date of the shareholders' meeting approving the financial statements and must be advertised in the newspaper at least 1 day
(3) The company must prepare name plates in front of the head office and branch offices.
(4) The company must show its name. Office location And registration number in the letter of notification notification Delivery slip and receipt
(5) The company must provide share certificates for shareholders within 2 months from the date of registration as Public Company Limited Or from the date of receipt of payment for shares and has registered the capital increase
(6) The company must prepare a register of shareholders. Committee registration report of the committee meeting And the minutes of the shareholders' meeting of the company are kept at the head office or kept at other persons who have notified the Registrar.
(7) The company must prepare and maintain balance sheet accounts, profit and loss accounts. Including the auditors to audit and propose to the shareholders meeting for approval.
Commercial registration According to the Commercial Registration Act, B.E. 2499
Commercial registered person
The person having the duty of commercial registration is single or multiple persons (ordinary partnership) or juristic person.
Including legal entities established by law Foreign countries to set up a branch office in Thailand Operating
Which is a commercial business as specified by the Ministry of Commerce
Businesses requiring commercial registration
The Minister of Commerce has issued the following announcements for operators: Commercial registration must be
1. Business operators of rice mills and sawmills that use machines
2. Business operators selling products in any way Single or multiple Total in one day
Selling at a minimum of 20 baht or having such products for sale with a total value of 500 baht or more
3. Broker or dealer who deals with any one or more of the goods.
And that product has a total value on any day in the amount of 20 baht or more.
4. Operators of handicrafts or industries, either one or more, and
Sales of manufactured products Total price charge on any day is 20 baht or more or on any day with
Products produced have a total price of 500 baht or more.
5. Sea freight operators Transportation by steamer or motorboat Train transport
Tram transport Transportation by bus Auction Land purchase Lending
Exchange Or trading foreign currency Buying or selling of bills, banking, harassment, reception
Pledge and Hotel Making
6. Sell, rent, manufacture or hire CDs, VHS recording strips, VHS discs, DVDs or VHS discs.
Dedicated digital systems for entertainment
7.Selling gems or accessories decorated with gems
8. Trading products or services by means of electronic media through the Internet service network.
Internet renting area of the host computer The service is all around in the trading of goods or services.
By means of using electronic media via the internet network
9. Service of computers to use the internet
10. Karaoke service for listening to songs and singing
11. Service of game consoles
12. Jukebox service
13. Transformation Plant Ivory carvings and handicrafts; retail trade; wholesale of ivory and products
Exempt commercial businesses do not need commercial registration
There are certain commercial businesses that are exempt from commercial registration, namely
1. Stall trade
2. Commercial activities for religious maintenance or charity
3. Commercial business of a juristic person that has an Act Or a decree established
4. Commerce of the Ministry of Foreign Affairs
5. Commercial Affairs of the Foundation of Cooperative Associations
6.Commercial activities published by the Minister in the Government Gazette are:
6.1 Company, limited partnership Registered ordinary partnership that is a juristic person under the Code
Civil and Commercial Law On partnerships and companies And has filed a business transaction report
Of the partnership company to the Company Partnership Registrar Except for limited companies Partnership Limited Partnership
Ordinary registered Who operate the following businesses must also register commerce
(1) sell, rent, manufacture or hire for production of CDs, recording strips, video discs, DVDs
Or digital video disc Only in relation to entertainment
(2) selling jewelry or accessories decorated with jewelry
(3) Trading of goods or services by means of electronic media through a network system
Internet service for renting the area of the host computer The service is a marketplace for trading.
Products or services by means of electronic media via the Internet network.
(4) computer services for internet use
(5) Karaoke listening and singing services
(6) Game console service
(7) Jukebox service
(8) transformation plant And carving and making handicrafts from ivory Retail and wholesale
Ivory and ivory products
6.2 Commercial businesses of the farmer group registered under the Diploma of 141 dated May 1, 1972
| 1. Summary of documents sent to the Department of Business Development. Ministry of Commerce (Bangkok) / Commercial Province (Other provinces) as follows:
2. Summarize the documents that must be submitted to the Revenue Department as follows: