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Corporate Structuring Services

Secure the necessary permits and licenses to operate your business legally and seamlessly with our corporate structuring services

two young mans providing foreign business Corporate structuring service in Thailand

Corporate structuring in Thailand is regulated by the Department of Business Development (DBD), and there are six primary business structures that entities can choose from when registering a company in Thailand, which becomes even more restrictive and complicated when foreign-ownership is added to the mix. Each structure comes with its own set of characteristics and tax computations, making it crucial for businesses to consider their options carefully with the aid of not only strong legal but also accounting and international taxation expertise to assist your ultimate decision.

The six above-mentioned primary corporate structuring in Thailand are:

  1. Sole Proprietorship:
  • Not available for foreign ownership due to limitations.
  1. Non-registered Ordinary Partnership:
  • Foreign ownership is allowed, but not more than 49 percent, as specified by the Foreign Business Act (FBA).
  1. Registered Ordinary Partnership:
  • Similar to non-registered ordinary partnership, with a 49 percent foreign ownership limit under the FBA.
  1. Limited Partnership:
  • Subject to the 49 percent foreign ownership limitation as per the FBA.
  1. Private Company Limited:
  • Limited to 49 percent foreign ownership, in compliance with the FBA, unless foreign investors seek Foreign Business License, Treaty of Amity (US Investors Only), or Foreign Business Certificate after BOI Certification privileges (as describe further below).
  1. Public Company Limited:
  • Foreign ownership is capped at 49 percent according to the FBA.

For foreign investors seeking to own up to 100  percent of a company, there are three options available:

 

(1)  Foreign Business License (FBL) from DBD:

  • Approval must be obtained from the DBD for foreign ownership beyond the stipulated limit.

(2)  Treaty of Amity (US Investors Only):

  • US investors can explore the Treaty of Amity as a means to exceed the 49 percent foreign ownership restriction.

(3)  Foreign Business Certificate (FBC) after BOI Certification:

At AO, we provide assistance in understanding and advising on alternative legal corporate structuring, business licensing options, and Thai Board of Investment (BOI) possibilities tailored to meet specific business needs. Our services include a comprehensive assessment of the pros and cons associated with various business licenses, BOI,  and regulatory registrations relevant to planned activities. This approach ensures that businesses make informed decisions aligned with their goals and compliance requirements in the dynamic Thai business landscape.

 

Other corporate structuring for Foreign Companies

Foreign companies can establish other business structures in Thailand to perform certain activities without the need for incorporation of Thai registered shareholding, through either: (1) a Branch Office or (2) a Representative Office.  These business structures are technically part of their foreign parent company which retains all company shareholding in their home country and all legal responsibility for their business activities in Thailand.

 

  1. Corporate Structuring Branch Office:

The Branch Office of a foreign company can engage in business activities in Thailand as an extension of the parent company. This may include the authority to receive purchase orders of goods/services, or to offer for sale their goods/services, or to negotiate business activities with any person or juristic person in Thailand.

Most Branch Offices business activities are subject to standard Thai laws or regulations that require special registration, either before or after the commencement of activities, such as: VAT registration, Corporate Tax Identification number, monthly VAT/WHT and annual corporate income tax filings, Commercial Registration Certificate, Foreign Business License, etc.  The foreign company’s head office must appoint at least one Branch Office Manager to oversee operations in Thailand. 

A Branch Office that is permitted to operate the business activities in Thailand must comply with the following conditions:

  • minimum working capital requirement of typically THB 3 million to be remitted into Thailand for business operations across 4 defined periods within their first 3 years;
  • total loans utilized in their permitted business operations must not exceed 7 times the inward remitted funds for the permitted business operations;
  • at least one person must be registered as Branch Office Manager having domicile and responsibilities for operating the business in Thailand;
  • documents or evidence relating to their permitted business operations must be submitted when Thai officials send any summons or inquiry; and,
  • their accounts and financial statements to be submitted to the DBD (and Corporate Income Tax return to the TRD) within 150 days of fiscal year end.
 
  1. Corporate Structuring Representative Office

The Representative Office of a foreign company can engage in a limited range of business activities in Thailand in rendering 5 categories of services for its head office or affiliated group companies, as an extension of the parent company.

A Representative Office cannot directly generate any revenues in Thailand, which excludes it from receiving purchase orders of goods/services for their related companies, offer for sale their related companies’ goods/services, or to negotiate business activities with any person or juristic person in Thailand. Also, they may not act on behalf of third persons, of which any such business or income-earning activities could result in revocation of their license to establish and operate the Representative Office.

The scope of service permitted to be rendered by a Representative Office is limited to any or all of the following 5 categories:

  • Finding sources of goods or services in Thailand for the head office.
  • Checking and controlling the quality and quantity of goods purchased in Thailand by the head office.
  • Providing advice and assistance concerning goods of the head office sold to agents or consumers in Thailand.
  • Disseminating information concerning new goods or services of the head office.
  • Reporting on business developments in Thailand to the head office
 

For corporate structuring and to establish a Representative Office in Thailand, there is a minimum working capital requirement of no less than THB 3 million to be remitted into Thailand for approved activities across 4 defined periods within their first 3 years.

This working capital is understood to be a subsidy from the parent company to meet its expenses in Thailand. Although not subject to taxation in Thailand, all Representative Offices are required to obtain a Corporate Tax Identification number and submit monthly VAT/WHT, annual corporate income tax filings, and audited financial statements to both the TRD and the DBD.  

Want to consult about Your Corporate Services? Contact us

We have specialist team ready To get started for you. 

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Senior Legal Director

Point Of Contact

Khun Chuanpit is a Certified Lawyer and Notary Public who heads our legal services team that assists our clients in ensuring proper corporate set-ups and legal compliance. She joined AO in 2012 and holds her law degree from Ramkhamhaeng University. She also has an MBA from the University of Waikato in New Zealand and an Accounting Bachelor’s degree from Srinakarinwirot University.‍

Khun Chuanpit plays a key role in assisting clients with company formation and registration of business licenses and BOI applications. She also handles our clients’ corporate secretarial, visas and work permits, ongoing BOI compliance and other regulatory reporting.

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The Most Frequent Questions

We offer a comprehensive range of services including Accounting, Finance and Thai Taxation Services, Payroll, Corporate Services, Legal Services, and International Tax. What sets us apart is our philosophy of "Global Excellence, Local Mastery." We provide world-class services tailored to the local business environment in Thailand and other international markets.

Our pricing is both competitive and transparent. We offer standard packages, but we also understand that every business is unique. Therefore, we offer customizable packages that can be tailored to meet your specific needs.

We work with a wide variety of businesses, ranging from startups to established corporations across various industries. While our expertise is broad, our localized knowledge allows us to offer specialized services tailored to different industry requirements.

If you have more questions?

Compliance is at the core of our services. Our team of experts stays up-to-date with the latest legal and financial regulations, both locally and internationally, ensuring that your business adheres to all current laws and best practices.

Our free consultation is a no-strings-attached session where we assess your business needs and challenges. There's absolutely no obligation to commit; the consultation is an opportunity for you to get to know us and for us to understand how we can best serve you.

Our team participates in ongoing training and professional development. We also closely monitor regulatory updates and industry trends, both in Thailand and globally, to ensure we're offering the most current and effective solutions to our clients.