Best Business Structures for Foreign Investors in Thailand

 

Thailand serves as a strategic gateway to Asia, attracting increasing interest from foreign investors seeking to establish or expand their businesses in the region. To gain a foothold in the Thai market and achieve foreign ownership, there are various business structures available for consideration.

Business Structures in Thailand for Foreigners

The business structures in Thailand that allow foreign ownership are:

• Sole proprietorship
• Partnership
• Limited Company
• Regional Office
• Representative Office
• Branch Office

Sole Proprietorship Business in Thailand for Foreign Investors

A sole proprietorship is a single-owner business structure and comes with unlimited liability. Such a type of business can engage in any legal business activity, except for businesses providing services. The owner can choose to be taxed as an individual or not.

Foreigners generally cannot operate a sole proprietorship in Thailand. However, exceptions are there for the U.S.–Thai Treaty of Amity. This treaty permits Americans to hold 100% foreign ownership of their business in Thailand. Furthermore, foreigners married to Thai nationals can register the business under their spouse’s name.

Although it is about a single owner, yet, the process is not simple. Contact us for professional consultation on registering a sole proprietorship company in Thailand.

Limited Partnership Business Structures in Thailand

In a limited partnership, there are two types of partners:

• Limited partners: Their liability is limited to their investment.
• General partners: They are personally liable for the debts and obligations of the partnership.

A limited partnership encompasses two types of partners: one with limited liability and the other with unlimited liability. Registration is mandatory for limited partnerships, and before registration, they are considered ordinary partnerships. Limited liability partners can only contribute money or other assets.

The managing partner solely resides within the unlimited partner’s capacity. Foreigners acting as managing partners must secure a valid non-immigrant business visa alongside a work permit. Limited partnerships permit up to 49% foreign ownership. However, surpassing this threshold necessitates the acquisition of a Foreign Business License by the foreign partner.

Limited Company Structure for Foreign Investors in Thailand

Private Limited Company

In Thailand, the most common business structure is a private limited company. To establish such a business, it involves a Memorandum of Association (MOA) and Articles of Association (AOA) in Thailand. The shares of such a company cannot be offered to the public.

A minimum of three shareholders is required for a private limited company, and shareholders enjoy limited liability. All shares must be subscribed, and at least 25% of those subscribed shares must be paid up.

Foreign investors are generally limited to owning up to 49% of the company. However, if a foreign investor seeks 100% ownership, they must obtain the following:

• Foreign Business License
• Promotion from the Board of Investment (BOI)
• Register through the Treaty of Amity (for U.S. citizens only)

Public Limited Company

Public limited companies in Thailand can offer shares, debentures, and warrants to the public. Additionally, they also can list their securities on the Stock Exchange of Thailand (SET). The Securities and Exchange Act B.E. 2535 (A.D. 1992) governs the rules and regulations regarding the procedure of offering shares to the public in Thailand.

A minimum of 15 promoters is necessary to register a public limited company in Thailand. Additionally, the board of directors must consist of at least five members, with at least half being Thai nationals.

Regional Office in Thailand

A regional office, established by a foreign head office, is a non-juristic entity. Regional offices are not separate legal entities and operate in Thailand on behalf of the foreign head office.

To operate in Thailand, a foreign company must have at least one active branch or affiliate in Asia. Regional offices cannot make purchases, propose sales, negotiate, or enter into business agreements in Thailand.

Foreign head offices wishing to establish a regional office in Thailand must apply for a Foreign Business License.

The Foreign Business Act (FBA) delineates seven distinct activities that regional offices can partake in, as outlined in List Three of the act:

• Communicating, coordinating, and directing, on behalf of the head office, the operation of branches and affiliates which are located in the region
• Financial management
• Marketing control and sales promotion planning
• Product development
• Providing services in consulting and management
• Services in research and development
• Training and personnel development

According to the second paragraph of section 14 in the FBA, a minimum capital of THB 3 million is required for establishing a regional office.

Representative Office in Thailand

A representative office in Thailand is a non-trading entity that does not generate income. It is a type of non-profit organization financially supported by its head office located in another country. Up to 100% foreign ownership is permitted.

The primary purpose of a representative office is to operate a service business in Thailand for its head office, an affiliated company, or a group company in another country. It provides non-revenue-raising services to the foreign head office by engaging in a limited range of activities, such as:

• Overseeing local procurement of goods and services in Thailand
• Inspecting and ensuring the quality and quantity of goods purchased by the head office in Thailand
• Relaying information to distributors and consumers about new products and services from the head office
• Communicating reports about local business developments and activities to the head office
• Advising on various aspects related to goods distributed by the head office to distributors or consumers
• Possessing limited signing authority for essential operational contracts, such as the lease of premises
• Facilitating exports of products ordered by the head office or its affiliated companies

Branch Office in Thailand

Foreigners seeking a physical presence often establish a branch office in Thailand, which permits full foreign ownership. This branch office can conduct business activities that generate income and serve as a trading entity.

Before commencing operations, the branch must secure a Foreign Business License. However, branches involved in manufacturing or exporting products from Thailand are exempt from this requirement.

Conclusion

When foreign investors seek foreign ownership of a company in Thailand, they can choose from available foreign business structures. It’s crucial to ensure compliance with the provisions of the Foreign Business Act to avoid legal violations during the process.
Contact us for a hassle-free experience of company registration in Thailand. To schedule an appointment, simply email us at officer@konradlegal.com.

How to Start a Representative Office in Thailand?

 

A Representative office in Thailand, as the title suggests, is not an independent entity but rather an extension of foreign businesses operating in Thailand. They are distinct from independent companies in that they lack shareholders, meaning there are no foreign ownership restrictions.

However, a fundamental limitation of representative offices is their inability to generate revenue locally. In essence, their activities are limited to spending resources within Thailand without the ability to earn income.

What is a Representative Office in Thailand?

Establishing a representative office (RO) is an optimal option for foreign investors exploring the Thai market. ROs can be fully foreign-owned and can employ up to two foreign workers with work permits. Notably, ROs are not permitted to generate income while operating in Thailand and are thus exempt from corporate income tax. The scope of RO activities is limited to market research, partnership exploration, and other forms of information gathering.

Does the functionality of a Representative Office in Thailand align with your business needs? If “Yes”, you must know about the advantages that you can get out of it!

Advantages of Representative Office in Thailand

• For foreign investors conducting business in Thailand, setting up a representative office (RO) is a straightforward process. The process is simpler than establishing a foreign-owned company. The RO allows for 100% foreign ownership. For this reason, it serves as a popular choice for foreign investors who are still exploring the Thai market. It facilitates the parent company’s exploration of new partnerships and opportunities.
• One key benefit of setting up a representative office (RO) is that it does not require a Foreign Business License (FBL) in Thailand. The FBL is governed by the Foreign Business Act, which limits foreign companies’ activities. Importantly, the RO is not permitted to generate income within Thailand.
• Compared to Thai limited companies, which must maintain a work permit ratio of four Thai employees for each foreign employee. Whereas, a Thai representative office has the advantage of reduced requirements for hiring foreign staff. The RO can issue work permits for up to two foreign employees without being subject to the same stringent ratio.

Depending on the type of business, there can be various other advantages, but these two are the most vital ones and apply to all types of companies.

Requirements to Start a Representative Office in Thailand

In contrast to private limited companies, representative offices need more revenue-generating capabilities and shareholders, resulting in fewer requirements for their establishment. For confirmation, you may check our article on Limited Company Registration for foreign investors in Thailand.

Nevertheless, certain requirements must be fulfilled to be eligible to start a representative office in Thailand:

• Permitted Activities: The representative office is limited to non-revenue-generating activities.
• Capital Requirements: Representative offices are required to have sufficient funds to finance their operations in Thailand. In practice, a company commits to transferring at least 2 million Thai baht (around US $ 55,000 at the time of writing) over 1-3 years depending on the planned activities.
• Thai Staff Employment: Representative offices must apply to at least one Thai national if they wish to employ foreign employees.
• Bank Account: The representative office must open a Thai bank account through which the remittance of foreign currency will be made.
• Office Space: The representative office must have a physical office space in Thailand from which it can conduct its permitted activities.
• Tax Obligations: While the representative office is prohibited from generating income, it still has to apply for a Thai tax ID and comply with tax reporting requirements.

Registration Process of a Representative Office in Thailand

The registration of a representative office requires approval from the Department of Business Development (DBD) under the Ministry of Commerce. The application includes:

• Details about the parent company;
• The activities of the representative office
• Evidence of capital remittance

On average, the registration of a representative office takes about 3-4 weeks.

Ideas of RO in Thailand that can help you!

You may always think of some different trade altogether. But, we are suggesting the types of businesses that are registered by us. Following are the types of businesses in Thailand that took our support to start their Representative Office in Thailand. Believe us, they are still performing brilliantly!

Finding suppliers in Thailand

Identifying Thai manufacturers who can deliver specific components like semiconductor chips or display panels that satisfy the technical and volume parameters of their head office.

Quality and quantity inspection

By adhering to overseas company standards, local textile producers can minimize return rates and boost customer contentment with their products.

Technical Advisory

At the head office, we provide technical guidance on using and maintaining medical devices to Thai distributors and customers, ensuring trust and reliability in our products.

Information Dissemination

To ensure a knowledgeable sales force and a successful market entry, the head office disseminated detailed information about new product features to Thai dealerships, creating a well-informed foundation for sales activities.

Market Intelligence Reporting

Through a thorough analysis of data about the Thai market’s receptiveness towards the company’s offerings, the head office was able to create and effectively launch a product line that aligned with local preferences, ensuring a successful introduction.

Professional corporate law firms in Thailand, like, Konrad Legal with a complimentary initial consultation can clarify the requirements and prerequisites for starting a representative office in Thailand. Certain activities not mentioned here could potentially result in income and corporate tax liabilities for which the head office is responsible, but the representative office might incur. Several other factors also contribute to the need for professional guidance.

To book your first consultation session, email us at officer@konradlegal.com.

BOI Thailand Benefits for Commercial Fleet Owners in Thailand

 

What’s the Scheme?

Thailand's National Electric Vehicle Policy Committee has implemented tax incentives to facilitate the shift from commercial fleets of large trucks and buses to battery-powered electric vehicles (BEVs).

Key Takeaways

• To encourage the adoption of electric trucks and buses, Thailand's EV Board approved tax incentives that target reducing pollution and supporting companies' net-zero goals.
• By providing special tax deductions to companies purchasing electric trucks and buses and financial support to battery cell manufacturers, the nation is positioning itself as a hub for EV manufacturing.
• With over 78,000 registered EVs benefiting from tax discounts and subsidies, the EV3 program, which promotes EV passenger cars, has already demonstrated success. Participating companies are, however, required to manufacture locally.

The News in detail!

In a move to promote the adoption of electric vehicles (EVs), the Thailand National Electric Vehicle Policy Committee (EV Board) has implemented several incentives. Firstly, tax incentives have been approved to encourage companies to switch their large commercial trucks and buses to battery-electric vehicles (BEVs). Secondly, cash grants will be provided to manufacturers of EV battery cells. These policies aim to expand Thailand's support for the entire EV ecosystem and strengthen its position as a significant hub for EV manufacturing in the region.

To promote eco-friendly practices, reduce pollution, and position Thailand as a significant player in the EV manufacturing industry, a series of incentives have been introduced. These incentives provide special tax deductions for companies procuring electric trucks and buses to support their progress towards net-zero emissions targets. Additionally, cash grants are offered to manufacturers of EV battery cells, facilitating the development and production of these essential components.

Thailand plays a substantial role in the automotive industry, positioning itself among the top 10 countries worldwide regarding automotive production and total exports. Notably, Thailand stands out in Southeast Asia as the first country to provide special incentives for both the supply and demand sides of electric vehicles (EVs). Through the 30@30 policy, Thailand has established a clear goal: to have at least 30% of domestically-produced cars be EVs by the year 2030.

Eligible companies will receive a special tax deduction to encourage the purchase of electric-powered buses and trucks. For vehicles manufactured domestically, companies can deduct expenses up to twice the actual price, with no upper limit. Imported vehicles will qualify for a deduction of 1.5 times the actual price.

Eligibility to avail of the Benefits

The eligible large electric vehicles include container trucks, liquid trucks, hazardous substance trucks, special trucks, tow trucks, as well as both air-conditioned and non-air-conditioned electric buses.

Furthermore, the EV Board also approved a plan to promote local manufacturing of battery cells for EVs and energy storage systems (ESS). Financial support will be provided through Thailand’s Competitiveness Enhancement Fund, along with other benefits available under the Competitiveness Enhancement Act for companies meeting specific criteria.

To qualify for investment promotion under this scheme, a company must meet the following requirements:

• Being a leading and well-recognized battery manufacturer providing batteries to EV manufacturers;
• Having a clear plan to produce battery cells for batteries used in EV, and also if possible to produce battery cells for batteries used in ESS;
• The batteries must have a high energy density of not less than 150 Wh/kg;
• The battery must have a life cycle of not less than 1,000 cycles, counting from 70% of the nominal capacity at a depth of discharge of not less than 80% at a test temperature of 20-25 degrees Celsius.

These measures are expected to significantly increase the adoption of electric trucks and buses, reduce pollution from transportation and manufacturing sectors, and support companies’ efforts to achieve their net-zero targets.

EV Sector Update

The meeting also heard an updated report on the EV3 measures to promote the use of EV passenger cars.

Statistics as of 31 January 2024 show that, since the scheme started in 2022, a total of 14 manufacturers and importers of BEV cars and pickups have registered a total of 78,554 EV cars to enjoy the excise tax discounts and subsidies. According to the conditions of the EV3 scheme, these companies will have to produce in Thailand at least one vehicle for each vehicle imported.

What it has for you?

If you already own a fleet of commercial vehicles, now is the time to upgrade yourself. In addition to gaining tax incentives, you can enjoy special deductions in the prices. You must note that the scheme is open to both local and global investors in Thailand.

In addition to supporting the fleets, BOI also aims to promote the EV Industry as a whole starting from the manufacturing segments. Read our article on BOI Promotion for the EV Industry in Thailand.

Are these benefits applicable to all global investors and are you eligible to apply for BOI Thailand promotions?

1. What are the steps of getting a BOI Thailand Promotions Certificate?
2. What to do before and after registering your BOI Company in Thailand?

To get answers to such or more complicated questions, you must consult with a leading corporate law firm in Thailand with experience in BOI Company Registration.

For direct support, feel free to email us at officer@konradlegal.com.

How to hire a Business Law Firm in Thailand?

As Thailand solidifies itself as a Southeast Asian business and investment hub, entrepreneurs, and companies alike must navigate its intricate legal landscape. To ensure adherence to laws, mitigate potential risks, and facilitate seamless operations, choosing a trusted business law firm in Thailand is vital. In this article, we delve into the critical factors businesses should consider when selecting a legal partner in Thailand.

Before you move into searching for a trustworthy business law firm in Thailand, you must be ready with your homework. This means, that you must know what exactly you want to do in Thailand. As a leading corporate law firm in Thailand for more than a decade, we often meet clients who are confused about their pristine requirements. You must understand that the level of compliance necessary to do business in a foreign land is very different from that in your country.

Ask yourself whether you are looking for assistance with company formation in Thailand, contract drafting, intellectual property protection, or litigation. Clarifying your requirements will help narrow down your search and find a law firm with the expertise to meet your needs. 

Based on your requirements, you must consult with a law firm of the following categories:

Corporate law firms: These are law firms catering to corporations that provide expert counsel on legal matters. These firms assist businesses throughout their lifecycle, from the initial setup to contract negotiations and dispute resolution.

Intellectual property law firms: These firms specialize in providing counsel to businesses on intellectual property matters, encompassing trademarks, copyrights, and patents. They assist businesses in safeguarding their intellectual property and upholding their intellectual property rights.

Family law firms: Family law firms focus on offering legal advice and guidance to individuals in various aspects of family law. These matters may include divorce, child custody, child support, and other family-related legal issues. These law firms ensure the protection of client’s rights and assist them in reaching satisfactory resolutions within the framework of the law.

Litigation law firms: Firms specializing in litigation law represent clients in court proceedings. These firms assist clients in resolving various legal disputes, including business conflicts, personal injury cases, and criminal matters.

Fortunately, if you are reading this article, you may get all these services in one place. Contact the leading business law firm in Thailand that holds multiple specializations for local as well as global investors in Thailand.

If not us, while looking for a corporate or business law firm in Thailand, ensure that your selection process undergoes the following stages;

Expertise and Specialization Analysis

When evaluating law firms, consider their expertise and specialization in business law. Look for firms with a proven track record in corporate law, commercial transactions, regulatory compliance, and other relevant areas. A firm with specialized knowledge and experience in your industry can provide tailored legal solutions to address your unique challenges and opportunities.

Check Reputation and Experience

Research the reputation and experience of potential law firms in Thailand. Look for firms with a solid reputation for professionalism, integrity, and successful outcomes. Consider factors such as the firm’s tenure in the industry, client testimonials, case studies, and awards or recognitions received.

Ensure they have Local Knowledge and Connections

Choose a law firm with a deep understanding of the local legal system, regulations, and business practices in Thailand. A firm with local knowledge and connections can navigate complex legal issues more effectively and provide strategic advice tailored to the Thai market. Additionally, a firm with a network of contacts in government agencies, industry associations, and other key stakeholders can facilitate smoother business operations and transactions.

Ease of Communication and Accessibility

Effective communication is crucial when working with a law firm. Evaluate the firm’s communication channels, responsiveness, and accessibility. Choose a firm that values clear and timely communication, understands your business goals, and keeps you informed throughout the legal process. Accessibility to key personnel, such as partners or senior attorneys, is also essential for building a strong client-lawyer relationship.

Compare Fee Structure and Check Transparency

Discuss the fee structure and billing practices with potential law firms upfront. Transparency regarding fees, billing rates, and payment terms is essential to avoid surprises and ensure a clear understanding of costs. Consider whether the firm offers alternative fee arrangements, such as fixed fees or capped fees, that align with your budget and preferences.

Personal Chemistry and Fit

Lastly, consider the personal chemistry and fit between your team and the law firm. Building a strong working relationship based on trust, mutual respect, and open communication is crucial for a successful partnership. Schedule initial consultations or meetings with potential law firms to assess compatibility and ensure a good fit for your business needs.

Selecting a reliable business law firm in Thailand is a critical decision that can significantly impact your business’s success and longevity. By carefully evaluating factors such as expertise, reputation, local knowledge, communication, and fit, you can choose a legal partner who understands your business objectives and helps you navigate the complexities of the Thai legal landscape with confidence.

To get an all-round consultation on starting a business in Thailand, email us at officer@konradlegal.com for full support and assistance on the following:

• Drafting MOA, MOU, AOA, and Partnership Agreements
• Executing Power of Attorneys
• Translation and Notary Services
• Company Registration Process including Board of Investment Promotions
• Bookkeeping, Accounting, Tax, and Payroll support post your company incorporation

Sole Proprietorship Company Registration in Thailand for US Investors

 

Are you planning to register a sole proprietorship business in Thailand? If you are a Thai, you can do it anyway, but the same is not possible for foreign investors in Thailand. However, things are pretty different for US citizens. The US-Thai Amity Treaty holds certain provisions availing of which US Citizens can register a Sole Proprietorship Business in Thailand. Thai article will help you delve deep into the details.

US-Thai Amity Treaty Clauses for US Citizens to Register Sole Proprietorship Business in Thailand

The US-Thai Treaty of Amity and Economic Relations (AER) allows US citizens and businesses to operate in Thailand on the same basis as Thai nationals. The treaty also allows US citizens and businesses to establish a company or branch office in Thailand. The treaty also gives US citizens who want to form a limited company in Thailand certain rights and privileges that are often closed to other foreign nationals.

The 1966 amendment to the US-Thai Amity Treaty provides two major benefits: 

• American companies are permitted to maintain a majority shareholding or to wholly own their company, branch office, or representative office located in Thailand.
• US citizens who register with the Thai Department of Business Development under the U.S. – Thailand Amity Treaty are allowed to run a sole proprietorship in most industries.

Note that, this is the only way for a foreigner to operate as a sole proprietor in Thailand. Doesn’t that sound cool?

Process and Cost of Registering Sole Proprietorship Business for US Citizens

The Thailand Board of Investment (BOI) establishes the guidelines for beginning a business in Thailand. The following is the procedure to register a sole proprietorship in Thailand, according to the guidelines.

1. Registering the Name of the Business/Company

Registering the entity’s name with the Department of Business Development (DBD) in Thailand is the first step towards establishing a sole proprietorship in that country. The procedure may need a maximum of two working days.

Three distinct names must be provided, ranked according to how you like them. The names submitted must not correspond to the royal family or any governmental body. Furthermore, they shouldn’t violate Thai society’s morals.

2. Obtaining a Certificate of Incorporation

After getting the name approved, the next step is to obtain a Certificate of Incorporation in Thailand. The DBD has made the process easier by providing an e-registration facility since 2017.

You can successfully register by uploading all the required documents to the e-Registration portal. However, the portal is not available in English. So, if you are not a Thai speaker, you may need a translator to complete the registration process. Therefore, it will be a wise decision to take the support of a local corporate law firm in Thailand that specializes in Amity treaty business registration.

3. Getting a VAT Certificate

A sole proprietorship in Thailand must register for VAT if the business generates more than 1,800,000 Baht in annual income. Additionally, sole proprietorships in Thailand are not subject to corporate tax. Instead, the proprietor must pay income tax according to the tax bracket for natural persons. Income of less than 150,000 Baht is tax-exempt, and the highest tax rate is 35% for income above 5,000,000 Baht.

4. Other Licenses

In addition to VAT, a sole proprietorship in Thailand may also require other licenses, depending on the type of business. For example, a restaurant business must obtain liquor and music licenses. Similarly, a shipping company cannot operate without an import-export license. You may also need an FDA license to import foods and drugs for your business. Each of these licenses can cost between 600 and 2,000 Baht.

(Please note that the company/business and tax registration fees are subject to change and the figures mentioned are the latest ones as of the date of publication of this article.)

The Amity Treaty makes it convenient for US Citizens to register sole proprietorship businesses in Thailand. Furthermore, to add to the ease, you must seek support from a corporate law firm in Thailand. This will make the process easier and faster for you. Email us your requirements at officer@konradlegal.com and our team will get back to you with a complete solution to register your sole proprietorship business in Thailand.