Connect to the Sunbelt Asia Business Network: Buy a Business | Real Estate | Legal Services | Accounting Services | Serviced Offices

Company / Business

Company Formation

Amity Registration

BOI Application

Representative Office

Foundation Establishment

Work Permit

Import / Export License

Trademark Registration

Serviced Office

Virtual Office

Business Listings (900+)

Immigration & Visa

Family Services

Pre-Nuptial Agreement

Divorce

Property Services

Usufruct

Title Deed Search

30 Yr. Lease Agreement

Land Dept, Registration

Property Listings (1200+)

Business Listings (900+)

Miscellaneous...

Legal Translation

Employee Recruitment

Foundation Establishment

Definition of "Foundation"

The Royal Institute Dictionary B.E 2525 (Sixth Edition, B.E. 2539) defines the word "foundation" as "Assets specifically allocated with the objectives to support the public charity, religion, science, literature, education, or any other public interests. Foundation shall not seek for any interest to allocate for its members and the foundation must be a registered juristic person in accordance with the Commercial and Civil Code of Thailand".

The Commercial and Civil Code, the revision edition B.E.2535, article 110 defines the meaning of foundation as below:

"Article 110 Foundation is assets which are prepared only for the objectives of public charities, religion, arts, science, literature, education, or any other public interest and the foundation must be registered under the regulation of this Law.

Management of assets of any foundation must not seek for benefit or interest for any person, except the activities which are operating under the objectives of that foundation".

In pursuance with the foregoing definition of "foundation", the Foundation shall consist of 4 subject characteristics as following:

1. Special allocated Assets. The operation of the foundation shall have the allocated assets as the subject fund.

2. Objectives for public interest. The assets that is allocated as the subject fund shall be used in accordance with the objectives of the foundation which are the activities of public interest, religion, art, science, literature, education, or other public interest, and shall strictly not be used for an individual interest.

3. None interest seeking for apportion. The foundation may gain assets or revenue. The obtained assets or revenue shall be used in the activities regarding to the objectives of the foundation, but shall strictly not be divided and shared out among its members.

4. Registered under the Commercial and Civil Code. A person or a group of persons who are the initiators of the foundation have to apply to register the foundation as a registered juristic person under the regulations of the article 122 of the Commercial and Civil Code, the revision edition B.E.2535, which defines that "a registered foundation is a juristic person."

Significant Compositions of Foundation

Foundation consists of 3 significant compositions as below:

• Foundation's name, office, and objectives.

• Foundation's assets which is allocated as the operating fund.

• Foundation's regulations and the board of committee members.

Composition 1. Foundation's name, office, and objectives

1.1 Foundation's name

Criterions of Foundation's name selection are as follow:

• The name of any foundation must contain with the word "foundation"

• The foundation should use Thai name. If it cannot find Thai name, the foundation shall write the Thai pronouncing name which is a closest pronunciation of the original foreign name, and shall provide the original foreign name along side with the said Thai pronouncing name.

• Using the name of the King or member of the royal family as the name of the foundation must have a prior written consent of the Bureau of the Royal Household.

• Using the name or surname of any individual as the name of the foundation must have a written consent of the name's owner or his/her heir. In case the foundation cannot contact the heir of the name's owner, the foundation has to make a written announcement to public before using that name.

• Should not use the name of any government offices as the name of the foundation, except that foundation is established under the specific policy of the government. However, the foundation may use the other names to support the governmental offices such as:

"Foundation for the Education of ....School" or,

"Foundation for Supporting .....Hospital"

• Not use the same name of the other existed foundations or associations.

• Not use the name of any shrines, house of priest, guardian spirit, goddess, or other similar name as the foundation's name.

• Not use the name of any political parties as the foundation's name.

1.2 Office of the Foundation

Criterions of the foundation's office establishment are as follow:

• Should not use the location of any government offices as the foundation's office, except for the case that the foundation is established in accordance with the policy of the government.

• Should not use the public place, sacred item or holy subject place such as shrine, provincial place of worship, or monument as the location of the foundation's office.

• In case the foundation has set up any branch offices, the foundation shall notify and register the branch office with the registrar of the Foundation Registration Area Office of the area that the branch office is located.

• Objectives of the Foundation

Criterions for stipulating the Foundation's Objectives are as follow:

• The foundation's objectives must be set up for benefit and interest of the public and society, not for the interest of the initiators, family or relatives, directors, or any other individuals.

• Stipulating objective must be clear and specific, it should not be too wordy or broad for the operating of the foundation.

• Objective must not be illegal, against the good morality of the public, or be harmful to the peace of public or the nation security.

• Objective shall not be set up for soliciting money from people or raising funds for spending in operating of the foundation.

• Objective shall not be set up for lending out the fund, or mortgaging, or pledging for any revenue or profit.

• All foundations has to have these two following objectives to add with the main objectives of the foundation as following:

1. "The foundation is established to cooperate with other charity organizations in operating any activities of public interest" and,

2. "The foundation shall not involve with any political activities".

For the foundation that is established for promoting and supporting the Democracy which has the King as the chief of the state, the second objective mentioned above which is "The foundation shall not involve with any political activities" shall be replaced with "The foundation shall be impartial in supporting and promoting the Democracy which has the King as the chief of state, and shall not provide financial support or any assets to any political parties or politicians."

Composition 2. Foundation shall have the assets which are allocated as the operating fund of the foundation.

The foundation shall use its assets which have been allocated as the operating fund of the foundation to operate activities in accordance with the objectives of the foundation under the following regulations:

1. Regulation of the Foundation Registration

1.1 Regarding to the ministerial letter no. Mor-Thor. 0402/Wor. 1548 dated on 18 th September 1991, the Ministry of the Interior has stipulated that the initial registered fund of the foundation must be in cash not less than 500,000 baht (five hundred thousand baht only), or not less than 250,000 baht if there are other assets included with the initial registered fund.

1.2 Regarding to the ministerial letter no. Mor-Thor. 04023/Wor. 2073 dated on 18 th December 1991, the Ministry of the Interior has agreed to support any foundation which has objectives to prevent and solve society problems which is in accordance with the government policy, so the Ministry of the Interior has stipulated the additional regulations of the foundation registration as following:

1.2.1. The foundations that are established with the objective to operate social works, or support the education, sport, religion, public hazard, or operate medical treatment, research, and prevent the patients from drugs, AIDS, or any foundations that are established by any government offices herein are allowed to use the former regulations of the ministerial letter no. Mor-Thor. 0402/Wor.1310, dated on 17 th October 1986, issued by the Ministry of the Interior which states that the initial registered fund of the above foundation must be in cash not less than 200,000 baht (two hundred thousand baht only). In case there are other assets included in the initial registered fund, the initial registered fund shall consist of the cash proportion not less than 100,000 baht (one hundred thousand baht) and when included with the other assets, the total initial registered fund must be not less than 200,000 baht (two hundred thousand baht).

1.2.2. The foundation which is out of the scope of the above mentioned regulations but desires to request the government for the abatement of the initial registered fund from 500,000 baht (five hundred thousand baht) to be 200,000 baht (two hundred thousand baht), the foundation should submit a written statement to explain the reasons of making the said request to the Ministry of the Interior. Then the request will be considered case by case.

2. Regulations of the Assets Obtaining of the Foundation.

The foundation may obtain assets by these following ways;

2.1. Money or assets given by the result of the testaments or other contracts which has no obligations or conditions to obligate the foundation to be liable to any debts or any responsibilities. In case the asset is a land, it shall be evaluated and issued a price evaluation letter by the officer of the Area Office of the Land Department.

2.2. Donated money or assets.

2.3. Income of the foundation such as the interest of the bank saving money.

2.4. Income which occurs from the assets of the foundation such as the rental fee of the assets.

2.5. Income which occurs from the activities of the foundation such as a gala or ball which is arranged to earn money.

Composition 3. The foundation must have the regulations and the board of directors .

The Revision of Commercial and Civil Code B.E.2535, Article 110, 112, and 123 are stipulated as below;

"Article 110 Foundation shall have regulations and the board of directors which consists of at least three persons to operate the foundation in accordance with the related law and the regulation of the foundation."

"Article 112 The regulations of the foundation must contain these following items:

1. Foundation's name.

2. Foundation's objectives.

3. Foundation's head office and all branch offices.

4. The assets owned by the foundation at the time of establishment.

5. Regulations concerning to the board of directors of the foundation which are about the amount of committee member and the nomination of the committee member.

6. Regulations of the foundation management, assets and accounting management."

"Article 123 The committee of the foundation shall represents the foundation to do businesses and activities which related to the outsiders."

Whereas, in order to make the management and operation of the foundations more accurate, neat and tidy, and effective, each foundation has to have its regulations which are deemed as the covenants of the operation, and the foundation must have the board of directors to manage the foundation in pursuant with the objectives and the procedures of each foundation.

What are the responsibilities of the foundation?

According to the Revision of Commercial and Civil Code B.E.2535, Section 2 The Juristic Person, Part 1 General Provisions, Article 66 which states as below;

"Article 66 Juristic person shall have the right and duty in accordance with the regulations of this Law and other laws within the scope of power or objectives which are legislated or stipulated in the law, regulations or established instrument."

In conclusion, when any foundation was registered as a juristic person, it shall operate activities under the regulations of the related law without any exemption.

Laws related to the foundation are as following:

1. The Act of the Enforcement of the Revision of Commercial and Civil Code B.E.2535.

2. The Revision of Commercial and Civil Code B.E.2535, Chapter 1 General Principles, Aspect 1 General Provisions, Part 3 Foundation, Article 110 to Article 136.

3. The Determination of Fault of the Registered Partnership, Limited Partnership, Company Limited, Association, and Foundation (the Second Edition) B.E.2535.

4. The Revenue Code which is the part concerning to the foundation.

5. The ministerial regulations of the Ministry of the Interior which is the part concerning to the foundation.

6. The official statement, regulations, and orders of the government which are related to the foundation.

7. The registered regulations of each foundation.

Ministerial Regulations of Fee Payment and Fee Exemption

Concerning to the Foundation B.E. 2545 (2002)

Regarding to the authority of the Article 136 (2) of the Commercial and Civil Code, the Minister of the Ministry of the Interior has stipulated the ministerial regulations per the following:

1. The fees of the foundation registering, document verifying, document copying and the fee of requesting the registrar to perform any actions concerning to the foundation shall be levied per the following:

(1) 10 baht for each application form.

(2) 200 baht for registering to set up a foundation.

(3) 50 baht for assigning the entire board of directors or change of any committee name.

(4) 50 baht for registering any changed or added regulations of the foundation.

(5) 50 baht for each time of document verifying made by each foundation.

(6) 10 baht for each copying and certifying of a document.

(7) 50 baht for each request that the applicant asks the registrar to operate any action that is not in line with the item (2) (3) (4) (5) or (6).

Each time of receiving a fee payment, the officer shall issue a receipt for the applicant.

2. The following foundations are exempted from the fee payment:

(1) The foundation that is established under the Royal Thought of His Majesty the King.

(2) The foundation that is established under the intention of the members of royal family who are ranked from the grades of Prince, Princess, Royal Highness, and higher ranking, or the foundation that has the members of the royal family who are ranked from the grades of Prince, Princess, Royal Highness, and higher ranking as the committee or the committee chairman.

(3) The foundation that is under the His Majesty the King's patronage or under Her Majesty the Queen's patronage.

3. The request for verifying, copying, and certifying the copy of the foundation's documents for using in the businesses of the government sectors, government offices, or any state enterprise offices, shall be exempted from the fee payment.

. What is a Foundation? A private nonprofit organization with funds and a program managed by its own trustees and directors, established to further social, educational, religious or other charitable activities by making grants. A private foundation receives its funds from, and is subject to control of, an individual family, corporation or other group of limited number.

69,000

- all prices in Thailand Baht THB.
- subject to 7% VAT Tax

The Ministerial Regulations of Regulations, Operation and Registration of the Foundation B.E. 2545 (2002)

By the authority of the Article 136 (1) (4) and (5) of the Commercial and Civil Code that contains some regulations concerning to the limitation of the right and liberty of person which is allowed by the authority of the Article 29, 45, and 50 of the Constitution of Thailand, the Minister of the Ministry of the Interior has legislated the Ministerial Regulations as the following:

Provision 1 Order to terminate these following laws.

(1) The Ministerial Regulations of the Ministry of the Interior which was issued in accordance with the Article 97 of the Commercial and Civil Code.

(2) The second edition of the Ministerial Regulations B.E.2503 which was issued in accordance with the Article 97 of the Commercial and Civil Code.

(3) The third edition of the Ministerial Regulations B.E.2503 which was issued in accordance with the Article 97 of the Commercial and Civil Code.

Provision 2 In this Ministerial Regulations.

"Officers" shall be included all government employees and the government officers of Bangkok, Class 3 or similarity and upper classes, who are appointed in a written statement by the registrar to proceed his responsibility regarding to the foundation.

"District Offices" shall be included with all sub-district offices.

SECTION 1

Submission of the Application Form

Provision 3 People who desires to set up a foundation shall submit an application form of the foundation registration or the Form Mor. Nor. 1 to the registrar of the area that the Foundation's head office will be established. In Bangkok and in the other provinces the documents shall also be submitted at the District Office. The required papers are as below:

(1) The list of assets' owners and the list of assets which will be allocated for the foundation.

(2) Name, address, and profession of all members of the board of directors of the foundation.

(3) Regulations of the foundation.

(4) A promise to donate the assets to the foundation of the assets' owner who are stated in the list in number (1) which is made in writing and already been registered.

(5) A copy of the testament is required, incase the registration or the assets allocation of the foundation as states in number (1) is happened from the result of the testament.

(6) Copy of the ID card or other types of identity cards which are issued by any government sectors or state enterprises, and the copy of the census registration of the people states in (1) and (2) except for the case that the said persons have no evidences as mentioned above such as priests or foreigners, these persons are permitted to use other documents which are applicable to show their status and address.

(7) Map of the address of the head office and all branch offices (if any).

(8) A written consent of the Landlord or the owner of the place as stated in number (7).

(9) The minute of meeting regarding to the establishment of the foundation (if any).

Provision 4. The foundation that will be permitted to be established shall be the foundation that uses a name which is consistent with the following criterions:

(1) The foundation's name must be the polite Thai words, but if the foundation desires to use foreign language as the whole or part of its name, that foreign language name must be transliterated to be Thai alphabets and may attach the foreign language name at the underneath of the Thai name.

(2) In case the foundation is going to use a name of any person as the whole or part of the foundation's name, the applicant of the foundation must submit the application form stated in the Provision 3 together with the following additional evidences:

(a) A written permission of the name's owner or heir of the name's owner.

(b) A written permission of the Office of His Majesty's Principal Private Secretary, in case the foundation is going to use the appellation of the King or the members of the royal family who are ranked from the grades of Prince, Princess, Royal Highness, and higher ranking.

(3) In case of using the name of any government sectors, government agencies, state enterprises or any juristic persons as the name of the foundation, the applicant of the foundation must submit a written permission to use the name of the related institute that is the owner of the name and also submit the application form stated in the Provision 3.

Provision 5 . The regulations which will be submitted together with the registration application form stated in Provision 3 by the applicant must contain the details of the foundation management, and the management of the assets and accounting of the foundation in the following aspects:

(a) Authority and function of the foundation's committee regarding to the management and spending of the capital assets or the interest which will be occurred from the capital assets.

(b) Keeping and maintaining of the capital assets and the interest which is occurred from the capital assets of the foundation.

Provision 6. In case the registered foundation desires to appoint a new board of directors or change any member of the board of directors , the foundation has to submit the registrar at the district that the foundation's head office is located an Application Form Mor. Nor. 2 which attached at the end of this Ministerial Regulations and three copies of each following evidences:

(1) The minutes of meeting or other documents which show the resolution of the committee of the foundation that have agreed to make a new appointment of all board of directors or change of any committee member of the foundation.

(2) The name list of the former committee members.

(3) Name, address and profession of all members of the new board of directors or any new member of the board of directors that the foundation desires to change or appoint.

(4) The regulations of the foundation.

(5) ID Card or other types of identification card issued by any government sectors or the state enterprises, and the copies of the census registration of the new committee members, except for the case that any committee member has no documents as required above, for example the priests or foreigners, the other documents which showing their status and address shall be applicable.

Provision 7. In case the registered foundation desires to change or add the regulations, the foundation has to submit the registrar at the district that the foundation's head office is located an Application Form Mor. Nor. 2 which attached at the end of this Ministerial Regulations and three copies of each following evidences:

(1) The minutes of meeting or other documents which show the resolution of the committee of the foundation that have agreed to change or add the regulations of the foundation.

(2) The current and the editing regulations of the foundation.

(3) Maps of the head office and all branch offices including with the written consent of the landlord permitting the foundation to use the premises as the offices of the foundation.

SECTION 2

Registration and Register of Foundation

Provision 8. After the officer had received any application forms from the applicant, the officer will verify the documents and report his/her opinion to the registrar.

In case the application form is submitted in order to register the foundation, the officer shall check the name of that foundation whether it is duplicated to any existing foundations' name or not.

Provision 9. After the registrar received all documents from the officer as stated in provision 8, if the registrar discovered that the objectives or the regulations of the foundation as stated in the provision 3 or the provision 7 hereof are related to the duties which are under control of the National Council of Cultural Affairs, or if the foundation that submits the application form to change or appoint the member of the board of directors as stated in the provision 6 is an existed foundation that is operating under the control of the National Council of Cultural Affairs, the registrar shall send the said documents to the National Council of Cultural Affairs to make a permission before the registrar will progress on registering of that foundation.

Provision 10. In case the registrar discovered that there is any foundation cannot be registered regarding to the condition of the third paragraph of the Article 115 of the Commercial and Civil Code, the registrar shall immediately notify the applicant the reason of the refusal in writing which shall be sent by a registered mail, except for the case that the applicant comes to get a said notice from the registrar or the officer by him/herself.

Provision 11. The registrar shall accept to register any foundation if:

(1) The registrar agreed that the foundation can be registered in accordance with the foundation registration of the Commercial and Civil Code.

(2) The Minister of the Ministry of the Interior has considered a supplication of the applicant, according to the fifth paragraph of the Article 115, and had consented the foundation to be registered, or;

(3) There is a judgment or an order of the court admits to register the foundation.

Provision 12. If the registrar admitted to register a foundation, the registrar shall issue and provide the applicant the foundation registration certificate according to the form Foundation 3 (Form Mor. Nor. 3), a registration certificate of the board of directors or changing of any member of the board of directors of the foundation, or a registration certificate of changing any regulations of the foundation regarding to the form Foundation 4 (Form Mor. Nor.4), depending on each case, and the registrar shall make a register for that foundation.

If there is any changes occurred to the registrations of any foundation, the registrar shall record the said changes in the register of that foundation.

SECTION 3

Foundation Operation

Provision 13. No later than March of every year, the foundation has to submit the registrar a report of its operation result including with the following evidences:

(1) The report of the operation result of the foundation in the last annum.

(2) The revenue and expenses account, copy of the balance sheet of the foundation in the last annum which was verified the accuracy by the authorized auditor.

(3) Copies of all minutes of meeting of the committee of the foundation in the last annum.

Provision 14. If there is any event concerning to the operation of the foundation as sated in the Article 129 that the registrar may request the court to have an order to displace any member of the committee or all of board of directors of the foundation, the registrar may request a prosecutor to use the prosecutor's authority to represent the registrar in the above mission.

In case that the registrar requests the prosecutor to represent him/her as mentioned above, the registrar shall be liable to assist the prosecutor to collect all related evidences.

SECTION 4

Termination of the Foundation

Provision 15. To notify the registrar regarding to the terminating of the foundation as stated in the first paragraph of Article 132 of the Commercial and Civil Code, the committee of the foundation who are in charge shall be responsible to notify the registrar regarding to the terminating of the foundation in accordance with the form Foundation 6 (Form Mor. Nor. 6) which attached at the end of this Ministerial Regulations.

The officer shall be responsible to receive the notification of the foundation terminating, after that the officer shall verify the document and evidence of that notification whether it is in line with the regulations of that foundation and the Commercial and Civil Code or not, and then report his/her comment to the registrar.

Provision 16. When the notification mentioned in provision 15 was made, or the court has already notified the registrar about the judgment or the final order that the court has ordered the foundation to be bankrupt or terminated regarding to the second paragraph of the Article 132, then the registrar shall immediately announce the termination of that foundation in the government gazette.

Provision 17. Before requesting for the court order to terminate a foundation in any cases according to the Article 131 of the Commercial and Civil Code, the registrar shall investigate the truth by sending a notice to request the foundation to submit a reasons declaration to the registrar within 30 days from the day of receiving the notice. If that foundation fails to submit the said declaration or the registrar is not satisfied with that declaration, then the registrar shall be entitled to request for the court order to progress on terminating the said foundation. The registrar may request a prosecutor to use the prosecutor's power to represent the registrar in the above mission.

In case that the registrar requests the prosecutor to represent him/her as mentioned above, the registrar shall be liable to assist the prosecutor to collect all related evidences.

Provision 18. In case of the foundation termination that the accounting clearance of the foundation has to be made, the accountant shall have a duty to submit a report of the accounting clearance to the registrar in accordance with the form Foundation 7 (form Mor. Nor.7) which is attached at the end of this Ministerial Regulation.