Type of Partnership
According to the Civil and Commercial
Code, the partnership can be divided into 2 types as follows :
(1) Ordinary Partnership
(2) Limited Partnership
Ordinary Partnership
Is that kind of partnership in which all the parthers are jointly and unlimitedly liable for all the obligations
of the partnership
The ordinary partnership shall register as the juristic person or not.
Therefore, the ordinary partnership can be divided into 2 types as follows
:
(1). Non-registered Ordinary Partnership
with no legal status as the juristic person
(2). Registered Ordinary Partnership
with legal status as the juristic person
Limited Partnership
Is that kind of partnership in which there are :
1. One or more partners whose liability is limited to such amount as they
may respectively undertahe to contribute to the partnership, and
2. One or more parthers who are jointly and unlimitedly liable for all the obligations of the partnership.
Establishment of Partnership
When two persons or above agree
to invest in the ordinary partnership in one of the abovementioned type,
the managing partner who is appointed from every partner must be responsible
for requesting for the registration of such partnership to the officer
at the commercial registration office that the head office of the partnership
is located on.
A limited partnership must be managed only by the partners with unlimited liability.
Registration of the Change. Modification, or Liquidation of Partnership
In case that partners of such partnership agree to change or modify
any registered transactions, or the partners aim to liquidate the businesses,
they shall request the registration of the change or modification of
such transactions or registration of business liquidation at the commercial
registration office that the head office of the partnership is located
on.
The registration for the establishment, change, modification, or liquidation
of businesses shall perform according to the method and criteria specified
by the law and government’s rules.
Registered Transaction that the Partnership has to register to Modify
or Change
(1) Name of partnership
(2) Location of head office and /
or branches
(3) Objective of Partnership
(4) Partners
(5) Managing Partner
(6) Limitation of Managing Partner’s
Power
(7) Partnership’s Seal
(8) Other transactions that should
be publicized
(9) Merging the partnership
(10) Transforming the partnership
to company limited
Information Used for the Registration of Partnership’s
Establishment
(1) Name of partnership
(2) Objective of Partnership
(3) Location of head office and /
or branches
(4) Name, Address, Age, Nationality,
Occupation and items that are invested
(5) Name of Managing Partner (must
be partner without limit)
(6) Limitation of Managing Partner’s
Power (If so)
(7) Partnership’s Seal
Place for Registration
The head office that is located
in Bangkok must submit the registration at the Central Business Registration
Division, Department of Business Development, 9th Floor Nonthaburi 1
Road, Nonthaburi Province or at any of 7 Business Development Offices.
For other provinces, shall submit the registration at the provincial
business development office and can submit the request via internet
at www.dbd.go.th .
Registration Procedure
1. Submit in person can perform
according to the following :
(1)
In case of registering for the establishment or changing the partnership’s
name, the partners or managing partner shall request for verifying and
reserving the partnership’s name to confide that such name is not duplicated
or similar to other names pervious registered. Upon reserving the name,
shall request for the registration within 30 days by reserving the name
in person or via internet at www.dbd.go.th .
(2)
Purchase the request and form from the Department of Business Development
or any of 7 business development office or provincial business development
office or download from internet from www.dbd.go.th .
(3)
Prepare the request for registration and other attachments to the registrar
for consideration.
(4)
Pay the fee according to the officer’s order
(5)
If aiming to issue the certificate of registered transactions, shall
submit the request and pay the fee to the officers.
(6)
Receive the certificate of registration.
2. Steps for registering partnership
and company via internet
Criteria of Signing the Signature on the Request for Registration
(1) The signature in the request
and the attachments, the person shall sign by him / herself.
(2) The signature in the request,
the person shall sign in front of the registrar and demonstrate the
ID card to the registrar for verification.
In case that the person cannot sign the name in front of the registrar,
the person who request shall sign the name in front of the following
person :
1. In case of signing in the country
(1) Administration Officer or Senior
Police in the area of the person who requests.
(2) Member of Thai BAR or
(3) Other persons as notified by
the central registrar are
-
Certified Public Account
-
Committee member or officer of the Thai chamber of commerce or provincial
chamber of commerce who can certify the signature of persons who request
for the registration of partnership / company with the head office located
in the province that the Chamber is located according to the notification
of the Central Partnership Registration Office.
2. In case of signing in foreign
countries
(1) Authorized officer of the Thai
embassy or consulate, or head of the office under the Minister of Commerce
responsible for the operations in any country or other officers authorized
to perform on behalf of such abovementioned person
(2) Person who can completely certify
according to the law of that country and
(3) 2 Reliable persons who can certify
in front of the registrar that the signature is such person’s signature.
Duties of Partnership
Limited Partnership and Ordinary registered partnership according to the Civil and Commercial
Code shall be responsible for preparing yearly financial statement and
submitting to the business information service office, department of
business development or any provincial business development office within
5 months from the closing date although such businesses have not yet
been started or have not ceased temporarily; otherwise, they shall have
the fine penalty of no more than 50,000 Baht.
In case that the limited partnership or the ordinary registered partnership
does not submit the annual financial statement as specified by the law,
the managing partner or authorized
person on behalf of the partnership will be liable to a fine like the partnership.
Businesses
that the Law specifies the period of time of submitting the registration
(1) Request for registering the change
of managing partner shall be submitted within 14 days from the changing
date.
(2) Request for transforming to thee
company limited shall be submitted within 14 days from the date of the
previous managing partner submit the business, property, document, and
other evidences to the company’s board of directors.
(3) Request for registering the partnership’s
liquidation shall be submitted within 14 days from the liquidation date
(4) Request for registering the change
of liquidators must be submitted with 14 days from the changing date
(5) Request for registering the change
or modification of liquidators’ authority and power shall be submitted
within 14 days from the date the meeting has the resolution or the date
that the court has the decision.
(6) Request for registering the completeness
of partnership’s liquidation shall be submitted within 14 days from
the date the meeting has the resolution
(7) The submission of the report
of partnership’s liquidation shall be submitted every 3 months and the
liquidator shall submit the report within 14 days from the date that
the 3-month period expires.
Fee Rate for Registering Partnership
Registration Partnership |
|
Baht |
1. Registering the partnership for every
amount of money of no more than 100,000 Baht of the specified
capital 100 Baht and the fraction of 100,000 Baht shall be counted
as 100,000 Baht and such amount shall not below
|
|
1,000.- |
And such amount shall not be more than
|
|
5,000.- |
2. Register for merging the partnership
|
|
2,000.- |
3. Registering the modification of partnership
|
|
400.- |
4. Registering the modification of objectives
|
|
400.- |
5. Registering the change of location of head office
and / or branches
|
|
400.- |
6. Registering for new partners
|
per person |
300.- |
| 7. Registering for partners’ resignation
(no limit) |
|
400.- |
| 8. Registering the modification of capital |
|
|
| 8.1 Registering the capital decrease |
per person |
300.- |
8.2 Registering the capital increase of partner for every amount
of the capital increase
(fraction of 100,000 Baht shall be counted as 100,000 Baht) |
|
100.- |
| And such amount shall not be no more than |
|
5,000.- |
9. Registering the change of items invested according
to the number of partners that change the capital |
per person |
300.- |
10. Registering the change of type of partner
|
per person |
300.- |
11. Registering the modification of managing partner
|
|
400.- |
12. Registering the limitation of managing partner’s
power and authority
|
|
400.- |
13. Registering the modification of seal
|
|
400.- |
14. Register other transactions that should be publicized
|
|
400.- |
15. Registering the partnership’s liquidation
|
|
400.- |
16. Registering the change of liquidators
|
|
400.- |
17. Registering the modification of liquidator’s
power and authority
|
|
400.- |
18. Registering the modification of liquidation
office
|
|
400.- |
| 19. Registering the completeness of liquidation |
|
400.- |
Note : In
case of adding new partners, shall calculate the fee according
to the number of persons who are added without realizing the amount
of capital.
|
|