Before a company can be legally formed under the Thai Civil and Commercial Code, its name must first be approved and reserved with the Thai authorities. The applicant must be a partner, promoter, or director of the company. The name reservation form is available at: (i) the Office of the Central Company and Partnership Registration in Nonthaburi Province; (ii) the Office of Business Registration Service (seven locations in Bangkok); or (iii) the various Provincial Offices of Company Limited and Partnership Registration. It can be submitted in person — by the partner, promoter, or director, or by an authorized individual under a power of attorney — or by post. Name reservation can also be completed online via the Department of Business Development’s website, www.dbd.go.th.[1]
Up to three names may be submitted per reservation, listed in order of preference. If approval is granted, it will be for only one of the names submitted,[2] and that approval carries a thirty-day validity period.[3] This means the application to formally register the company under the approved name must be filed — at (i) or (ii) if the company will be located in Bangkok, or at (iii) if located in another province — within thirty days of approval.
A company’s name cannot contain certain words or phrases. For example, it cannot be the same as or similar to the name of another registered company or entity, or a name already formally reserved for another purpose. Names referencing the royal family, ministries, bureaus, departments, or government offices and organizations are also prohibited unless special prior permission has been granted. Country names will not be approved unless placed in brackets. Finally, names contrary to morality, public policy, or public order[4] may not be registered.
The company’s name must also include wording indicating that it is (i) a company and (ii) one with limited liability. Additionally, if the company has a foreign-language name, that name must carry the same pronunciation or meaning as its Thai-language name. Whether the foreign-language name meets this standard is left to the Registrar’s discretion — meaning a submitted spelling, even if correct in its original language and even if it’s a personal name, may initially be rejected.
For example, in one case from our own experience, a company name reservation was rejected because part of the name was a German promoter’s surname, spelled in English the way he actually spells it. The Registrar, however, considered this spelling “incorrect.”
So what happened? Did the promoter have to abandon his own spelling of his surname in favor of whatever the Registrar considered correct? Fortunately, no. In that case — and in any similar case — the following documents were (and can be) submitted to the Registrar at the Company’s Name Reservation Division, Office of the Central Company and Partnership Registration, Nonthaburi Province:
- A letter from one of the promoters explaining why the specific word in the company’s foreign-language name should be spelled that way, and disavowing any claim against the Registrar for registering the name with a spelling the Registrar considers incorrect;
- A copy of the German promoter’s passport, showing how his surname is actually spelled;
- Two original, signed copies of the completed company name reservation application form, signed by the same promoter who signs the letter in (1), along with a signed copy of his passport; and
- A signed copy of an attorney-in-fact’s identification card and house registration, if the promoter does not submit the documents personally.
After reviewing these documents, the Registrar ultimately allowed the promoters to register the company under the name using the applicant’s originally disputed spelling.
Footnotes:
[1] See: The Office of the Central Company and Partnership Registration’s Regulations Regarding Company and Partnership Registration (B.E. 2549), Clause 23.
[2] Ibid., Clause 24.
[3] Ibid., Clause 25.
[4] Ibid., Clause 37.