By Piyawannee Watanasakolpunt and Norrapat Werajong

Thailand’s Department of Business Development (DBD) is gradually migrating its services to the digital environment.  Last year saw the introduction of electronic filing of the annual financial statements of private limited companies as discussed here.  More recently, the DBD introduced electronic registration of partnerships and private limited companies (“E-Registration”) under a new regulation effective 18 April 2017 with the aim to simplify the registration process.  E-Registration is also available for purposes of filing amendments to the constitutive documents of existing partnerships and private limited companies.

Until now, the documents required to register partnerships and private limited companies had to be physically submitted to the DBD office in the jurisdiction of the proposed entity’s registered office.  While the DBD had already introduced an online system covering the pre-approval of partnership and private limited company registrations, the actual registration documents still had to be physically submitted to the DBD.  Under E-Registration, all of the required documents can be signed via digital signature and uploaded through the DBD’s website.

E-Registration is available for most types of proposed businesses and amendments involving existing entities except for the following:

• Registrations where the objectives include the right to sell or distribute tickets as part of any Thai government lottery;
• Registrations involving entities subject to receivership, bankruptcy or rehabilitation order from the courts; and
• Registrations involving entities where the registered authorized signatory representative or director of such entity is deceased.

In order to use the E-Registration system, the promoters and authorized signatory directors must apply in person at a DBD office, or else appoint someone through a power of attorney to appear on their behalf, in order to verify their identity and obtain a username and password, which are used as the digital signature for submitting applications and which are linked to a mobile telephone number in Thailand for purposes of receiving one-time-passwords (OTP) from the DBD.  The promoters or authorized signatory directors can then log into the E-Registration system at https://ereg.dbd.go.th/ERegistMemberWeb/nonmemberpages/home.xhtml to file the application for registration pre-approval.  Once pre-approval is issued, the DBD will send an e-mail to the applicant and the authorized signatory directors requesting that they execute their digital signatures, which will involve the DBD sending them a OTP to confirm their identity.  The applicant will then have to re-submit the electronically executed documents to the DBD to complete the registration.

Registration is deemed complete when the applicant pays the registration fees, which can be made via internet banking, ATM or bank counter.  The DBD will then send an updated company affidavit (and other registration documents as requested by the applicant) by EMS to the company’s registered address.

It is still early days for the E-Registration system and it is likely that the process will be modified once the DBD goes through its initial growing pains.  For more information on corporate registrations and corporate law in general, please see the knowledge section of our website here.