Public Limited Company (PCL) PCL

For companies preparing for IPO on SET/mai under the Public Limited Companies Act B.E. 2535.

Founders

15 promoters minimum

Min Capital

Set by AoA; subscribed capital fully paid before registration

Eligibility

≥ 15 promoters, all natural persons aged ≥ 20
≥ 5 directors, at least half resident in Thailand
Audit committee compliant with SEC rules if IPO-bound

Required Documents

MoA + AoA (public format)
Statutory meeting minutes
Promoters' subscription evidence
Director/auditor consent letters
Office address proof

Registration Procedure

Reserve PCL name with DBD
Draft and sign public-format MoA
Subscribers fully pay shares (no partial pay-in)
Convene statutory meeting (≥ 15 promoters)
File public-company registration at DBD
Register with SEC if planning to issue securities

Tax Obligations

CIT 20%, additional SEC reporting and IFRS-aligned audited financials.

Foreign Ownership

Subject to listing rules and FBA; sector-specific caps apply.

Translation & Certification

Parent-company certificates, passports, and corporate records require notarization, consular legalization or apostille, and Thai translation by an certified translator for filing with DBD, BOI, or IEAT.

Why Use a Professional Service

certified translators accepted by DBD/BOI/IEAT.
Direct coordination with registrars reduces filing errors.
Pre-submission check aligned with the latest official checklist.

Post-Service Policy

If a translation is rejected due to a defect on our side, we redo and resubmit at no extra service fee (government fees excluded). This is service responsibility, not a guarantee of administrative outcome.

Ask about fees — LINE @THAIL · Tel 092-0170000

Adviser explaining public limited company registration documents to a client

How it differs

A public limited company is governed by the Public Limited Companies Act B.E. 2535. It may offer shares to the public with SEC approval and faces stricter director and disclosure requirements.

Promoters and directors

At least 15 promoters and at least 5 directors are required, with at least half of the directors residing in Thailand.

Converting from a limited company

Companies planning a listing usually convert first, requiring a special shareholder resolution and conversion registration with DBD.

Frequently asked questions

Must a PCL be listed?

No, listing on the stock exchange is a separate process.

How long does it take?

It depends on documents, shareholders and auditors; we do not quote fixed timeframes.

Send your documents for our accounting team to review

Call 092-0170000 · LINE @THAIL · contact@thailaw-accounting.co.th

Fees: ask our team for a quote

Sources

Reviewed by the accounting team at Thai Law & Accounting Services · Last reviewed 4 Oct 2026 · General information, not tax or legal advice for your specific case

Go deeper on Corporate and company document certification

These guides outline possible certification steps; confirm the receiving authority's current requirements before filing:

Not sure which route applies? Send us the scan — LINE @THAIL · 092-0170000 · contact@thailaw-accounting.co.th

Documents usually required

Freshly issued company affidavit and certificate of registration
Memorandum and articles of association, or the current shareholder list
Board resolution or power of attorney signed by the authorised director
ID or passport copies of the authorised signatories

Common reasons a bundle is rejected

Company affidavits are usually accepted only within a short validity window.
Director names and job titles must match the registered filing exactly.
Spell every name exactly as it appears in the passport, across every document in the same bundle.

Prefer not to handle the chain yourself? Send the scans and we run every step for you, from translation to the final endorsement.

How the process runs — Corporate and company document certification

Obtain freshly issued corporate records covering the whole group of entities involved.
Prepare the board resolution or power of attorney signed by the authorised director.
Translate using the registered English company name and the job titles exactly as filed.
Complete the certification route the counterparty or destination authority requires.
Deliver the certified set together with copies for internal corporate records.

Fees and processing times are set by each authority and vary by document and destination — confirm them with the responsible agency.

Handling it yourself vs letting ILC run it

Aspect	Doing it yourself	With ILC
Working out which steps apply	You read each authority's rules yourself, and usually learn a step was missing only after the bundle is refused.	Our advisers review the documents before work starts and sequence translation, notarisation, MFA, and embassy in one pass.
Time spent filing	Repeat trips to each office, queueing and collecting in person.	We file on your behalf; you send scans and receive the finished set by post or courier.
Risk that the translation is refused	Agency names, job titles, and the certification wording often do not match what the receiving office accepts.	We use terminology and certificate formats the receiving authority has accepted before, with two-stage proof-reading.
If the bundle is rejected	You diagnose the cause and refile yourself, losing a full cycle.	We identify the cause, correct it, and refile without you starting over, with progress reported along the way.

What clients typically use this for

Foreign subsidiary registration
Bank account opening abroad
Tender and contract submissions

An advisor, not only a document processor

Before any work starts, our team assesses how many certification layers your document actually needs, which authorities are involved, and the correct order for the office you will really file with. One step out of order usually means restarting the whole bundle. We work to recognise how each authority rejects files and prevent it up front.

The certification route is matched to the receiving authority before work begins.
Rejection risks are checked, from name spelling to document validity windows.
The filing sequence is planned around the deadline you actually have.

Consult us at LINE @THAIL · 092-0170000 · contact@thailaw-accounting.co.th

Ask a question