If you started a business here in Thailand, you probably did so by setting up a Thai company limited. All Thai limited companies are required to have, and to report to the authorities, a registered address, pursuant to Section 1148 of the Civil and Commercial Code (the “CCC”). Pursuant to Section 14 of the Offences Relating to Registered Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations Act (1956), as amended (the “Juristic Persons Offences Act”), a Thai limited company that fails to comply with Section 1148 of the CCC will be subject to a fine of up to THB 20,000. In addition, the director of that company will be personally liable for a further fine of up to THB 50,000, under Section 25 of the Juristic Persons Offences Act.
The requisite registered address need not be evident or visible to anyone — it need only be an actual, registered address. However, if the business a limited company conducts requires its office location to facilitate business activities and interactions with others, chances are the company has put up a sign at its registered address to market the business and let the public know where it is located. When doing so, you may have been told — and believed — that you must comply with two very common misnomers. In our opinion, these misnomers stem from misunderstandings of the relevant law. The first misnomer is that you must put “company limited,” or some abbreviation of it, on your sign. In this Part I of our two-part article, we take a closer look at this first common misunderstanding, and as always, turn to the actual relevant law to understand it.
So is the following assertion true: “You must have ‘company limited’ on your business sign”? Quite simply, it is not. But why do so many people seem to believe it is? Most likely, it is due to Section 5 of the Juristic Persons Offences Act, which states, in pertinent part: “If a limited company, except one operating a bank, expresses its name in its commercial seal, sign, brochure, letter, notification, or any other document relating to its business… in a language other than Thai without words or phrases that mean ‘limited, company’… [such company] shall be liable to a fine not exceeding Thai Baht twenty thousand and a fine of Thai Baht five hundred per day until [such company] has complied with the requirements under this Act.”
Note well, however, that although the Juristic Persons Offences Act requires a Thai limited company to include words communicating that it is indeed a limited company when it expresses its company name on a business sign, it does not require that the company use its company name on any business sign it puts up at all. In other words, a business run by a Thai limited company would be perfectly fine and legally compliant putting up a sign featuring, for example, just its logo, without its company name.
It is also worth noting that the opposite holds true as well. Under Section 6 of the Juristic Persons Offences Act, if your enterprise is not a registered limited company, and you present its name in wording that implies that it is a limited company, you will be subject to a fine of THB 20,000, plus a daily fine of THB 500 for each day until you cease doing so.
Therefore, if you put up a sign at your office, it is not true that: “You must have ‘company limited’ on your business sign.”
We will examine the second common legal misnomer regarding business signs in our next column.