What is a Limited Partnership in Thailand?

A Limited Partnership is a business structure formed by at least two partners who agree to carry on a business together.

Unlike a Company Limited, it is composed of two categories:

• General partners, who manage the business and have unlimited liability.
• Limited partners, whose liability is limited to the amount of capital they have contributed.

This structure is commonly used for small and family-owned businesses, although it is generally less popular than a Company Limited among foreign investors.

Main characteristics

A Limited Partnership in Thailand requires a minimum capital of 2,000,000 THB and must have at least one general and one limited partner.

The general partner is responsible for managing the day-to-day business and may bind the partnership through contracts and commercial activities. In exchange for this control, he assumes unlimited liability for the debts and obligations.

Limited partners contribute capital to the business but are not involved in its management and their liability is limited to the amount invested.

Registration process

A Limited Partnership in Thailand must be registered with the Department of Business Development (DBD) and includes:

• Reservation of the name
• Preparation of the agreement
• Identification of the partners
• Registration with the Department of Business Development
• Tax registration where applicable

Once registered, the partnership may commence operations and carry out business activities in Thailand.

Foreign ownership

Foreigners may participate in Thailand to Limited Partnership, however, the structure remains subject to the Foreign Business Act and other applicable regulations.

In general, foreign ownership of up to 49% is permitted without requiring a Foreign Business Licence (FBL), provided that the partnership carries out activities that are not otherwise restricted. However, the entity may also be wholly foreign-owned, although an FBL or other regulatory approvals may then be required depending on the nature of the business activity.

A foreign national may act as either general or limited partner. Nevertheless, business visa and work permit are requiered.

Rules may vary depending on the activity carried out, each project should be reviewed individually before selecting this structure.

Accounting and compliance requirements

A Limited Partnership is subject to accounting and tax compliance obligations similar to other business structures operating in Thailand, these include bookkeeping, VAT registration and filings where applicable, withholding tax obligations, and annual financial statements.

Compliance requirements may vary depending on the role of the general partner, the business activity, and the overall structure.

Taxation

A registered Limited Partnership is subject to:

• corporate income tax at the standard applicable rate.
• VAT registration becomes mandatory when annual revenue exceeds the statutory threshold of 1.8 million THB, in the same way as for other business structures operating in Thailand.
• Depending on the nature of the transactions, withholding tax obligations may also apply.

For a broader overview of taxation in Thailand, please refer to our dedicated Insights section.

Who should use a Thailand Limited Partnership?

It is typically suitable for:

• Small businesses
• Family-owned businesses
• Businesses involving a small number of partners
• Entrepreneurs seeking a relatively simple structure

For businesses seeking external investment, foreign ownership flexibility, or long-term expansion, a Thai Company Limited is often the preferred option.

At Gorioux Siam, we help entrepreneurs assess the most suitable structure for their business objectives and compliance requirements in Thailand.

👉 Contact us to discuss your setup

Frequently asked questions

What is the difference between a Limited Partnership and a Company Limited?

A Company Limited is a separate legal entity whose shareholders benefit from limited liability. In a Limited Partnership, at least one partner must act as a general partner and assumes unlimited liability’s obligations.

Can foreigners be partners in a Limited Partnership?

Yes. However, foreign participation may be subject to restrictions under the Foreign Business Act depending on the nature of the business activity.

Can a foreigner be a general partner in a Limited Partnership?

Yes. However, because the general partner is responsible for managing the partnership, foreign nationals acting in this capacity will generally need to comply with Thai work permit and immigration requirements if they are involved in the business’s operations in Thailand.

What is the difference between a general partner and a limited partner?

A general partner manages the business and assumes unlimited liability for the partnership’s obligations. A limited partner contributes capital but does not participate in management, and their liability is generally limited to the amount of their contribution.