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Company Registration, Formation, Structure, Setup and Incorporation in Thailand
As in any industrial country, Thailand has many forms of corporate structuring that have different consequences from both a legal and tax perspective. Different types of business activities in Thailand will determine what type of legal form a Thai business entity will take. Thailand can be a great place to do business, but it is recommended that people opening a business in Thailand should seek out competent legal counsel before making large investments. Also, legal counsel should be retained in order to properly incorporate a business in Thailand as failure to follow correct legal procedures can result in legal exposure and unforeseen costs.
Thailand Sole Proprietorship
A sole proprietorship is an enterprise owned by a single natural person. This type of structure has unlimited liability for the proprietor. Generally, a sole proprietorship can engage in any business not prohibited by law. Banking and finance are two undertakings prohibited to sole proprietorships because there is a specific stating that only Thai limited companies may undertake this type of business activities. There are some tax advantages to Thai sole proprietorship because the proprietor can choose to either be taxed as a natural person based upon the gross receipts of the business. The Thai sole proprietorship is generally restricted to foreign nationals living in Thailand. However, a major exception to this restriction exists in the US-Thai Treaty of Amity making it possible for a US Citizen to own a sole proprietorship so long as it is certified under the Treaty of Amity.
Thailand Partnerships Generally
A partnership comes into legal existence upon two or more people agreeing to combine for a shared endeavor with the aim of dividing the profits. All parties must submit something to the enterprise. Basically, those involved must contribute either: labor, capital, or some other form of property. Partners can be either natural or legal entities. However, Thai public limited companies are currently barred from engaging in partnership activities.
Thailand Unregistered Ordinary Partnerships
The partners of a Thai Unregistered Ordinary Partnership have joint liability, meaning that if one partner is liable, then all are liable for their respective portion of the obligations, but not for the full amount. A new partner in this type of entity is automatically legally responsible for all debts and obligations acquired by the partnership. The partner would be obligated for those debts accumulated by the partnership no matter when they came into existence. Therefore, a partner could be on the hook for debts from before and after his tenure with the partnership. An Unregistered Ordinary Partnerships is not a juristic person per Thai law and therefore shall be subject to taxes as though it were a natural person.
Thailand Registered Ordinary Partnerships
Those engaging in a Thai Ordinary Partnership are liable jointly and severally for all the commitments of the partnership. This liability has no limit. A Thai Ordinary Partnership is considered a legal entity and therefore must pay Thai corporate tax upon its income. Some the major advantages of this form of business include: less liability to creditors (creditors must exhaust partnership funds before going after individual partner’s personal assets), the liability of partners upon leaving the partnership lasts for only two years.
Thailand Limited Partnerships
Limited Partnerships in Thailand have many advantages over other types of partnerships. Not least among these advantages is the fact that Thai limited partnerships have limited liability to certain partners which can be of great advantage. For more details about Thai limited partnerships please see our page dedicated to Thai limited liability partnerships.
Thailand Private Limited Company
What we call corporations in other countries Thai Thais call a Limited Company. In Thailand there is no quick LLC, or Limited Liability Company, that can be quickly created as in the US or other developed nations. Instead, a more formalized incorporation process takes place for a
Company in Thailand . Two major necessities when forming a Thai Company include the Articles of Association and the Memorandum of Association, both of these documents must be registered with the Thai Ministry of Commerce. Articles of Association can be custom tailored to the specific needs of the Thai company so long as the original shareholders and promoters (if different) agree to the terms of the Articles of Association in writing. To find out more please see our webpage dedicated to the Thailand Limited Company.
Thailand Public Limited Company
The necessary formalities for incorporating, setting up, and registering a Thai Private Limited Company are comparable to those for a Thai Public Limited Company. The relevant sections in Thailand’s Public Limited Companies Act of 1992 permit a Thai private limited company to be transformed into a Thai public limited company. Public Limited Companies in Thailand are allowed to offer up their shares for sale to the public at-large whereas the Thai Private Limited Companies are forbidden by Thai law from engaging in such an activity.
Thailand Representative Office
A foreign company (i.e. a company not formed under the laws of the Kingdom of Thailand and/or not more than 50% owned by a Thai National) may setup a Representative Office in the Kingdom of Thailand provided its activities remain limited to non-income producing activities. Thai Representative Offices are designed and useful for a specific purpose and are usually not valuable to most clients doing business in the Kingdom, email or call Integrity Legal now for more information about Representative Offices in Thailand.
Thailand Regional Offices
According to List 3 section 21 of the Foreign Business Act of Thailand, the activities of Thai Regional Offices are considered service oriented. Thai Regional Offices may be created by multi-jurisdictional companies in those nations in which the Corporate Head Office is not incorporated. The law regarding Thai Regional Offices does not require that the Non-Thai Corporate Head Office have recognition as a legal entity in the foreign country in which they are also doing business. Like Thai Representative Offices, Thai Regional Offices are generally barred from engaging in revenue producing endeavors within the Kingdom.
Thai Regional Offices are suited to certain clients with special needs and are generally not meant for those wishing to set up a small to medium sized business in Thailand. Also, Thai Regional Offices are generally not valuable to those that do not wish to engage in a large amount of cross-border transactions and international business. For more information about Thai Regional Offices please call or email Integrity Legal today.
Thailand Joint Venture
The term “Joint Venture” is a bit ambiguous in Thailand. Under the law Joint Venture is not clearly defined except under the Thai tax code. In the general sense, this term basically covers any task undertaken by two or more natural or legal entities for the purpose of creating a profit thereby. The law treats most joint ventures as a contract matter and with the exception of filing for licenses and/or tax certificates, the parties in the joint venture remain separate entities in the eyes of the law. Another way of creating a joint venture is to have two companies or individuals engage in business as either a different legal Thai company or limited partnership respectively. If you are seeking to enter into a joint venture and wish to obtain information about the best way to do so please call or email Integrity Legal for information regarding the status of joint ventures in Thailand and the advantages and disadvantages of engaging in a Thai joint venture.
Thailand Branch Office
A corporation duly registered abroad may found a Thai Branch Office to engage in business activity in the Kingdom of Thailand. From a legal standpoint, the Thai Branch Office will be treated as the same legal entity as is offshore counterpart. All acts of either entity are legally viewed as the acts of the other entity. Therefore, from a limited liability standpoint the Thai Branch Office leaves open the prospect of flow-through liability to the Head Office. To create a Thai Branch Office the foreign company must file certain forms with the Ministry of Commerce in order to begin business activity in Thailand. Branch Office registration can be a difficult process and necessitates the need for competent legal counsel to help guide the prospective business through the byzantine Thai regulations. Call or email Integrity Legal now for information regarding a Thai Branch Office.
Thailand Board of Investment (BOI) Business Registration
The Board of Investment is a government agency with the specific aim of attracting investment and capital to the Kingdom of Thailand. A company in Thailand can obtain many advantageous perks by registering with the BOI, including, but not limited to: less restrictions obtaining work permits for foreigners, substantial tax breaks, and even the right for a Thai and foreigner held company to own land. See our page dedicated to BOI Companies for further information or contact Integrity Legal for more information.
The US-Thailand Treaty of Amity and its use for a foreign held Company in Thailand
The US-Thai Treaty of Amity is a bilateral economic agreement that is currently in force between the US and Thailand. The great thing about this Treaty is the fact that under its provisions American Citizens can own a majority (or virtually all) of the shares of a Thai Company. This means that an Amity Company can be owned in full by an American. A Thai Amity Company is also accorded “national treatment” meaning that a company certified under the Treaty must be treated as a Thai Company, therefore there is no need to obtain a foreign business license or BOI certification in order to conduct business. There is some speculation as to when Thailand-USA Treaty of Amity will come to an end, but for now, it has the force and effect of law and is very useful for American expats in Thailand.
For updated information please see: Thailand Business
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