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Thailand Limited Liability Partnership

A Thai Limited Liability Partnership (LLP) can be an attractive type of Thai business structure to certain prospective small business owners looking to invest in Thailand . We at Integrity Legal do not always recommend a Thai Limited Partnership because although the name of the structure is Limited Partnership, not all of the partners have limited liability.

Under a Thai limited partnership business structure there are two types of partners Thai limited partners and Thai general partners. Either of these partners may be either a Thai or a foreigner. Limited Partners only have liability up to the amount of capitalization that they put into the company. For instance two partners form a Thai Limited Partnership capitalized at 2 million Thai Baht. In this situation the Limited Partner invested 1 million Thai baht in the limited partnership. That Thai Limited Partner stands only to lose that initial 1 million baht investment.

Meanwhile, using the same scenario, the other partner is a Thai General Partner. He is investing 1 million Thai baht as well, but his liability is unlimited because he is a general partner. Being a Thai General Partner means that the General Partner shall have unlimited liability without regard to capital investment in Thailand.

Under a Thai Limited Partnership Structure, only a General Partner can manage the Partnership in Thailand. This means that the General Partner has effective day-to-day control of the company. Under Thai law, should a limited partner wish to manage the company, then he or she may do so provided that he or she becomes a general partner (thus taking on unlimited liability).

A Thai Limited Partnership is not the best option for everyone and Integrity Legal highly recommends obtaining competent legal advice before setting up any business in Thailand as it could save time and money by making sure all of the Thai legal formalities are adhered to.

Contact Integrity Legal Today, to learn more about Thai Companies and Partnerships.