Company registration returned or the company name refused: fixing a DBD filing in Thailand

Common causes

Step-by-step correction

1. Establish which category the refusal falls into

   A name refusal and a document return are repaired in completely different ways. Read the registrar's note carefully and, where the wording is terse, ask the office to confirm whether the name itself or the paperwork is the obstacle.

2. For a name refusal, build a ranked shortlist

   Prepare several candidate names with genuinely distinctive elements rather than variations on the refused one, search each against the register, and submit them in your order of preference so the strongest available option is taken.

3. Confirm reservation validity before drafting

   Name reservations run for a limited period. If the reservation is close to expiry, secure the name again before you spend time collecting signatures, or the whole bundle will need redating.

4. Reconcile every figure across the document set

   Check that registered capital, number of shares, par value, paid-up amount and each shareholder's allocation agree on the memorandum, the shareholder list and the application, including the totals.

5. Verify the registered address evidence

   The address on the filing must match the consent to use the premises, the house registration book and the map, and it should be written in the same format on all of them.

6. Re-execute the signature pages

   Have promoters and directors sign fresh pages, with witnesses present, using the signature style that appears on their identification, and affix stamp duty where required.

7. Refile with a correction note

   Include a short cover note listing what was changed since the previous submission. It removes the need for the registrar to compare two bundles page by page.

Timing to allow

These are estimates based on files where the documents were complete from the first round. Stages handled by an external authority follow that authority's own queue and discretion.

Documents to prepare for the repair round

• Registrar's return slip or the recorded reason for refusal
• Name reservation confirmation with its expiry date
• Memorandum of association reflecting the corrected name and objects
• Shareholder list with identification details matching each person's document
• Capital and share allocation schedule that reconciles to the total
• Consent to use the registered address, plus the house registration book and a map
• Identification documents for all promoters, shareholders and directors
• Power of attorney with stamp duty where an agent files
• Any licence or approval evidence required by the declared objects

Mistakes that cause a second rejection

Frequently asked questions

How different does a rejected company name have to be?

The registrar compares the distinctive element, so the change must be to that element rather than to the surrounding generic words. Adding Thailand, Group, International or Holding to a name that already exists generally does not create sufficient distinction, and neither does changing punctuation, spacing or a single letter. The practical approach is to invent a genuinely new distinctive word or combination, check it against the register yourself, and submit three to five ranked candidates so that a refusal on the first does not cost another cycle.

Can we keep the reserved name if the documents were the problem?

Yes, provided the reservation has not expired. When the return concerns the memorandum, the shareholder list or the signatures, the name remains reserved and you simply repair the documents and refile under it. Check the remaining validity before starting, because the repair itself often takes a week when shareholders are in different locations, and a reservation that lapses forces a fresh search that may no longer return the same name.

Does a returned filing mean we lose the fees already paid?

Government charges are paid at the point the filing is accepted for registration, so a return at the checking stage usually means the main registration fee has not yet been consumed. Costs already incurred are typically the name reservation, any certified translations and the professional time spent on the first draft. When you rebuild, ask for an itemised quotation for the repair round that separates government charges from service fees, so you can see precisely what is being charged again and what is not.

One shareholder is overseas and cannot sign in person. What are the options?

Signatures executed abroad are normally handled by having the shareholder sign before a notary in their country, then having that notarisation legalised for use in Thailand — either through an apostille where the country is party to the convention, or through consular legalisation where it is not. Both routes add time measured in weeks rather than days, so start them in parallel with the rest of the repair rather than after it, and confirm with the registrar which form of authentication the office expects.

Our objects clause was questioned. How specific should it be?

It should describe what the company will actually do clearly enough that a reader can tell whether a licence is needed, without sweeping in regulated activities you have no intention of carrying out. Copy-paste clauses that include banking, insurance, education or employment services create questions the filing cannot answer. Where the real activity is regulated or is restricted for foreign-majority ownership, the clause has to be drafted alongside the licensing or foreign business approval strategy rather than independently of it.

Can the registered address be changed during the repair?

Yes, and it is often the cleanest fix when the address evidence was the objection. Changing it means replacing the consent to use the premises, the house registration book copy and the map, and updating the address on every page of the filing in an identical format. Bear in mind that the same address will later be examined again for VAT registration, so choosing a location that can support a site inspection saves a second problem a few weeks later.

How long does the whole correction usually take?

Where the issue is documentary and all signatories are in Thailand, a week is realistic: a day or two to diagnose and redraft, two to five days to recirculate signatures, then refiling. A name refusal adds a few days for searching and reserving. Overseas signatures, notarisation and legalisation add weeks. The registrar's own review after refiling is outside anyone's control and depends on the office's workload.

Is there a limit on how many times we can refile?

There is no fixed limit, and companies do occasionally reach a third submission. What changes with each attempt is the level of scrutiny: an office that has returned a file twice tends to check the next version more closely. That is the reason to treat the second attempt as the one that must be complete, reconciling every figure and name across every page rather than patching only the page that was flagged.

Do we need the paid-up capital deposited before refiling?

Thai law requires a minimum proportion of the subscribed capital to be paid up, and the filing must state that it has been. Where the company will later apply for work permits or visas for foreign staff, the capital level also has to meet the thresholds those applications impose, which are usually higher than the incorporation minimum. Setting the capital figure with those downstream requirements in mind avoids an amendment filing a few months later.

Can we start operating before the registration is completed?

The company has no legal existence until it is registered, so it cannot contract, invoice or open a corporate bank account in its own name. Anything committed in the interim binds the individuals who signed, and moving those arrangements into the company afterwards requires deliberate documentation. If commercial deadlines are pressing, the safer course is to keep commitments provisional until the certificate is issued.

Other rejection scenarios

• VAT registration rejected
• Certified document rejected abroad
• Tax return or financial statements rejected