Thailand Commercial Registration (TR): Who Must Register, How to File, Changes and De-registration
1. What counts as a “business subject to registration” (Sections 5, 6)
Under this Act, a “person conducting commercial business” means a natural person or juristic person who conducts commercial business as an ordinary occupation, and includes unlimited liability partners, directors, or managers (Section 5). Section 6 enumerates the types of activity deemed to be “commercial business”:
- buying, selling, selling by auction, exchanging (Section 6);
- leasing, hire-purchase (Section 6);
- acting as broker or commercial agent (Section 6);
- transportation; handicraft, industry; manufacturing work for hire (Section 6);
- lending of money, pledging, mortgaging; warehousing of goods (Section 6);
- exchanging or buying and selling foreign currency, buying or selling bills of exchange, banking, credit company, pawn shop; insurance underwriting (Section 6);
- and such other business as may be prescribed by Royal Decree (Section 6).
However, not every category above is automatically subject to registration — the types of business and the localities subject to registration are determined by the Minister through proclamation in the Royal Gazette (Section 8); only those brought within a proclamation give rise to a registration duty, and the specific list is governed by the official proclamation (our firm can help confirm).
2. Which activities the Act does not apply to (Section 7)
The following activities are expressly not subject to this Act and require no commercial registration (Section 7): itinerant trading and floating market trade; business for the maintenance of religion or for charitable purposes; the business of a juristic person established by Act or Royal Decree; the business of a ministry, bureau, or department; the business of a foundation, association, or cooperative; and business excluded by the Minister through proclamation in the Royal Gazette.
3. Which office to register with (Sections 9, 10)
The Department of Business Development (DBD), Ministry of Commerce, is the Central Commercial Registration Office, responsible for supervising the receipt of commercial registrations under this Act; Bangkok, Pattaya City, and the Provincial Administrative Organizations are the commercial registration offices that receive registrations within their respective territories (Section 9).
For registration, an operator registers with the commercial registration office of the locality where its head office is established; if the head office is in a foreign country while business is conducted in Thailand and its main branch office is located in a given locality, registration is made with the commercial registration office of that locality (Section 10). For the types of business the Minister designates the DBD to receive, registration is made with the DBD commercial registration office of the locality where the head office or main branch office is located (Section 10).
4. Register within thirty days of commencing business (Section 11)
The operator must submit an application for registration to the commercial registration office of the locality using the form prescribed in the regulations, within: thirty days from the date the Minister makes a proclamation under Section 8; and, for those who begin business after that proclamation date, within thirty days from the date of beginning the business (Section 11). Where the Minister deems it appropriate, the Minister has the power to extend that period (Section 11).
5. Particulars to be entered in the registration (Section 12)
The commercial registration must contain the following particulars (Section 12): the name, age, race, nationality, and address of the operator; the name used in conducting the business; the type of business; the amount of capital used regularly in the business; the location of the head office, branches, warehouses, and commercial agents; the partners’ details and capital contributions and the partnership’s capital in the case of a partnership; the capital, number of shares, and value of shares of a limited company and the shareholdings by nationality; the date of commencing business in Thailand; the date of applying for registration; and, where the business was acquired by transfer, the transferor’s name, nationality, and address and the date and reason for the transfer.
6. Changes, cessation, and de-registration (Section 13)
Any change to a registered particular listed in Section 12, or cessation of business for any reason, must be registered with the commercial registration office of the relevant territory using the form prescribed by ministerial regulation, within thirty days from the date of the change or cessation (Section 13). Changes of shareholders, directors, address, or capital, and de-registration on closing down, all follow this procedure.
First registration Commencement
A business brought by the Minister’s proclamation within those subject to registration must apply to the office of the locality within thirty days from the proclamation date or the date of beginning business (Section 8, Section 11).
Change registration Change
Any change to a Section 12 particular (such as name, address, capital, partners/shareholders, directors) must be registered within thirty days from the date of the change (Section 12, Section 13).
Cessation / de-registration Closure
On cessation of business for any reason, apply to the office of the locality within thirty days from the date of cessation (Section 13).
7. Commercial certificate and name-plate obligations (Sections 14, 15)
Once the Registrar has examined the application and considers it consistent with this Act and the relevant regulations and proclamations, the Registrar accepts it and issues a Commercial Certificate to the applicant; if the certificate is lost, a replacement must be applied for within thirty days from the date of loss; and the operator must display the certificate or replacement certificate at the office in a publicly visible location (Section 14).
After registration is completed, the operator must also, within thirty days from the date of registration, set up in a public manner at the head office and each branch office the name plate used in conducting the business; the name plate must be written in Thai characters, clearly legible (foreign characters may appear alongside), and the name on it must correspond with the registered name; for a branch office, the word “branch” must also be shown (Section 15).
8. Penalties for late or non-compliant registration (Sections 19, 20)
An operator in any of the following situations — failing to register under this Act, submitting false information, or not appearing for examination by the Registrar / refusing to give a statement / not permitting an inspection under Section 17 — commits a civil penalty offense and shall pay a penalty not exceeding THB 2,000; where the “failure to register” is a continuing offense, an additional penalty not exceeding THB 100 per day applies until compliance is achieved (Section 19).
An operator who fails to comply with Section 14 paragraph two or paragraph three (replacement and display of the certificate) or Section 15 (name-plate obligation) shall pay a penalty not exceeding THB 200; where it is a continuing offense, an additional penalty not exceeding THB 20 per day applies until compliance is achieved (Section 14, Section 15, Section 20).
Commercial registration (TR) is not the same as company incorporation: whether registration is required, and which types of business and localities are covered, depends on the Minister’s proclamation under Section 8, and the specific documents and competent office vary by type of business. Whether a given case needs registration, and how a change or de-registration is handled, is best confirmed case by case — our firm can assist with registration, changes, and de-registration at the DBD and the relevant local offices.
FAQ
I run a sole proprietorship in Thailand (buying and selling, leasing, brokerage, etc.) — do I need commercial registration?
Under Section 6, buying and selling / exchanging, leasing and hire-purchase, brokerage or agency, transportation, handicraft and industry, lending, warehousing, foreign currency and banking, and insurance are deemed “commercial business”; any natural or juristic person who conducts these as an ordinary occupation, in a locality the Minister has proclaimed subject to registration under Section 8, must complete commercial registration (Sections 5, 6, 8). However, the itinerant traders, floating markets, religious/charitable activities, juristic persons established by law, government agencies, and foundations/associations/cooperatives listed in Section 7 are not subject to this Act.
How soon after starting must I register, and where do I file?
Under Section 11, the application must be filed within thirty days from the date of the Minister’s proclamation or the date of beginning business; it is filed with the commercial registration office of the locality where the operator’s head office (or main branch) is located, with the Department of Business Development (DBD), Ministry of Commerce, as the Central Commercial Registration Office and Bangkok, Pattaya City, and the Provincial Administrative Organizations receiving registrations within their respective territories (Sections 9, 10, 11).
If the company’s address, capital, shareholders, or directors change, or the business ceases, do I have to register again?
Yes. Under Section 13, any change to a registered particular listed in Section 12, or cessation of business for any reason, must be registered with the commercial registration office of the relevant territory within thirty days from the date of the change or cessation (Sections 12, 13).
Is there a penalty for not registering or not displaying a name plate? How much?
Under Section 19, failing to register, submitting false information, or refusing to submit to inspection carries a penalty not exceeding THB 2,000; where the failure to register is a continuing offense, an additional penalty not exceeding THB 100 per day applies until compliance. Failing to display the commercial certificate or set up the name plate under Sections 14 and 15 carries a penalty not exceeding THB 200 under Section 20, with an additional penalty not exceeding THB 20 per day for a continuing offense (Sections 14, 15, 19, 20).