If you would like to conduct business in Thailand, you should check the different company and entity types and find the best way corresponding to you.
In this context, we will try to explain the different possibilities to help you in this choice.
• Thai Limited Company
• The Thai BOI Company
• Amity Treaty LC
• Public Limited Company (for the stock market, it will not be described here)
• Branch Office
• Representative office
Thai limited company is the most common company to set up a business in Thailand.
• The capital (15 THB minimum) is divided in equal shares (5 THB minimum) and at least 3 shareholders/promoters. The liability of each shareholder is limited to the amount of the share held.
But if you require a work permit, the minimum of capital should 2,000,000 THB per work permit.
• A foreigner can detain a maximum 49% of the company.
There is exception, but it requires a Foreign business license limited for some specific activities and need a minimum capital of 2,000,000 THB.
• At least 25% of share capital must be paid up when registering the company.
• The usage of a tiered share structure, allow a part of the shareholders to retain the full control of the company (you can determine different rights of dividend or vote per category of shares).
To register a Thai limited company, the following steps have to be done:
• Reservation of the company name.
• A memorandum of association has to be filed up with the DBD (Department of Business Development) with the name of the company, the province of activity, the capital amount, name of the promoters.
• Statutory meeting is held to elect the board of director and appoint statutory auditor once the shareholding structure of the company has been defined and the memorandum of association approved.
• The directors must submit the application to establish the company within 3-months of the Statutory Meeting.
• A company liable for Corporate Income Tax must obtain a Tax ID / registration number for the company from Thailand Revenue Department within 60 days of incorporation or the start of business operations.
• The company can open a corporate bank account after the official registration.
The Board of Investment (BOI) is a government agency under the prime minister to promote investment in Thailand but the application is restricted to certain activities.
• Majority or even 100% foreign ownership.
• The minimum of capital is THB 3 million or more, depending on the activity.
• A company under BOI can be allowed to own land.
• Permission to bring in skilled personnel and experts into the Kingdom to work in investment promoted activities with their families (without restriction ratio of Thai to foreigner employees).
• The company can benefit from tax exemption of corporate income tax (up to 15 years).
• Certain goods may be exempt or benefit from reduced from import duty rates
The benefits are certain and numerous but the guidelines to start a BOI process are very strict.
Under the treaty of Amity, Americans or American Companies have the same rights as Thai nationals.
• The company can be 100% owned by American citizens or companies but at least the majority.
• Must have paid share capital of 2 or 3 million depends if a foreign business license is required.
• 7 sectors are restricted for Amity Treaty companies.
• Majority of the authorized director have to be American or Thai nationals.
There is many steps to first obtain the certification under the Treaty of Amity and second to register the company.
An alternative to starting a business in Thailand is the opening of a Branch Office.
• There is no specific or limitation to foreign shareholder.
• The minimum of capital is 3 million THB.
• You need to apply for foreign business license.
• The Branch Office is not taxed on income earned outside of Thailand.
• Branch Manager must be a local representative but can be Thai or foreigner.
In case you have only to conduct marketing or business support, the Representative Office is another alternative to the setup of a Limited Company.
• The Representative Office Can be 100% owned by foreigner.
• It cannot generate revenue within Thailand.
• The activities are restricted to market research, promoting the business of the parent company, finding sources to purchase goods or services in Thailand, quality control…
• The manager of the representative office must be a local representative but can be Thai or foreigner.