Summary: New Ministry of Commerce requirements for e-Registration of Partnerships and Limited Companies and Application for Username and Password for Verification of User’s Identity for e-Registration
In order to promote Thailand’s ease of doing business and to improve Thailand’s ranking in the World Bank’s Ease of Doing Business Program, the Department of Business Development (“DBD”) of the Ministry of Commerce has recently issued an announcement setting out the process for users of the e-Registration to apply for username and password, i.e. the Announcement on Criteria and Procedures to Apply for Username and Password and Process for Verification of User’s Identity for e-Registration B.E. 2560 (2017) (“Announcement”) on 17 March 2017 followed by the regulations setting out the process for e-Registration of Partnerships and Limited Companies, i.e. the Regulations of the Central Office of the Partnerships and Companies on Application for e-Registration of Partnerships and Limited Companies B.E. 2560 (2017) (“Regulation”) on 10 April 2017.
In addition to the various electronic services that the DBD already provides, e.g. filing of financial statements via online system (e-Filing) and provision of online information of juristic entities (DBD e-Service), as from 1 May 2017 onwards, the DBD is accepting applications for corporate registrations including incorporations, amendments to corporate particulars, dissolution, and liquidation via the DBD e-Registration. Registration through the DBD e‑Service system can no longer be used as from 1 May 2017 but can now be made through e-Registration as an alternative to paper registration.
According to the Announcement and the Regulation, individuals who sign documents on behalf of juristic entities (i.e. promoters and directors) and wish to use the e-Registration system are required to file an application with the DBD to obtain a username and password first and verify their identity by using the activate code sent to each applicant within 30 days from the date of receiving. The applications for the username and password can be submitted to the DBD from 20 March 2017 onwards.
The username and password issued by the DBD shall be deemed as a ‘digital signature’ of individuals. The user of a digital signature shall be responsible for the information provided in the system and for any electronic information to be provided and recorded in the DBD company data systems and shall be deemed as a legal signature of the user appearing in registered documents.
Procedure for e-Registration
For e-Registration of incorporation and amendments to corporate particulars, the user (i.e. promoters and directors), by using their username and password, shall log in to the system via www.dbd.go.th, fill in the information of corporate particulars required for registration, upload the corporate seal (if any) and attach the required supporting documents as stipulated by the DBD. The information and attached supporting documents shall be submitted to the Registrar for further review.
The result of reviewing the application will be sent to the user at the given e-mail address. Once the application is approved, the user must endorse his ‘digital signature’ via the DBD e-Registration system by using his username and password and OTP (One Time Password) which will be sent to the User at the given mobile number.
After the official fee and stamp duty have been paid to the DBD (e.g. via internet banking, at bank counter or ATM), all registered documents will be directly sent to the address of the company as registered or to any other address as notified.
The user must proceed with the necessary actions as required by the Registrar within two months from the date of receiving an order. Otherwise, the application shall be deleted from the system.
Limitation of e-Registration
Even though the DBD would like to use the e-Registration as a platform to provide full electronic services for corporate registrations, the e-Registration is prohibited for certain registration. For registering a company having the objective of sale of lottery or a company with a court order of insolvency or rehabilitation or in case the existing authorized director as registered is deceased, such company cannot be registered via e‑Registration.
In addition, for amendment to corporate particulars via e-Registration, the application may only be endorsed by the ‘digital signature’ of the existing authorized director as registered with the DBD. Furthermore, in case of dissolution and liquidation, likewise, a liquidator who shall endorse ‘digital signature’ on the application must be the existing director as registered. To have other persons that are not an existing authorized director sign the application, the company must submit the application via the current paper registration only.
Implementation of e-Registration
Regarding the process of e-Registration, according to the Regulation, the timing for consideration of the Registrar for the application submitted through the e-Registration system is not clearly stipulated. Therefore, questions on timeline and implementation of the e-Registration may arise. As the current paper registration system takes only one or two days for registration, the timing for reviewing the application submitted via the DBD e-Registration should also not be longer than one or two days.
It is worthy to note that the OTP for ‘digital signature’ cannot be sent to mobile numbers not registered in Thailand and there is no English version of the application provided in the system. Therefore, the DBD e‑Registration system might not be convenient for a company with a foreign authorized director.
We anticipate that the DBD might be issuing supporting regulations for the e-Registration in due course.