A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws) as its constitutive documents.

Memorandum of Association

The Memorandum of Association of the company has to be filed with the Commercial Registration Department (Registrar of companies) and must include the name of the company that has been successfully reserved, the province where the company will be located, its business objectives, the capital to be registered, and the names of the three promoters. At least three individuals must sign the Memorandum of Association. The promoters can be foreigners and Thai nationals however, each promoter must be a shareholder of the company. The use of Thai nominee promoters/ shareholders by foreigners is prohibited under the Foreigner Business Act (and Land Code Act).

The Memorandum of Association of a Thai limited company contains the following

• The approved name of the company limited
• The registered office of the company (the company must have a real office and address)
• The number of the company’s objective as appear in the attached form (Word)
• The liabilities of the shareholders (limited to the amount unpaid on the shares in the capital of the company held by them) 
• The capital of the company, number of shares and par value
• The names, addresses, occupation, signature and amount of shares and promoters of the company (the company must have a minimum of 3 promoters/ shareholders at all times)  (Taken from SamuiforSale here.) (Sample from ThaiContracts here.)

Articles of Association

The Articles of Association_are the regulations of the company concerning its internal affairs such as weighted voting rights and matters requiring approval and protecting the foreign minority rights within the company through the issue of preference shares. In a later stage preferential rights may be attached to newly issued shares, in other words you have to buy the preference shares by increasing the register capital. When operating a Thai company with a (Thai) partner (one or more persons who direct the same company), it is advisable to restrict or limit the signing power and independent authority of the directors in the by-laws by requiring joint signatures and joint consent of the directors in all matters of the company, other than maybe day to day management. (Taken from SamuiforSale here.) (Sample from SamuiforSale here.)

Sources

Memo Of Association

• (Taken from SamuiforSale here.)
• (Sample from ThaiContracts here.)

Articles Of Association

• (Taken from SamuiforSale here.)
• (Sample from SamuiforSale here.)