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“Best Legal Solutions for your Business”

COMPANY REGISTRATION 

MAIN TYPES OF BUSINESS ORGANIZATIONS:

 LIMITED COMPANY

The Limited Company is the most popular form of business organizations in Thailand. A Thai limited company in should be registered with the Thai Ministry of Commerce, Department of Business Development (DBD). And it should be formed by at least 3 shareholders and one director.

 

According with the Foreign Business Act, some business activities are restricted for foreigners in Thailand. This means that in some cases at least the 51% of shares shall be hold by Thai investors. However, the Ministry of Commerce provides some alternatives to form a company 100% foreign ownership by meeting some requirements. 

Our lawyers will advice you about the suitable company structure according with your business activity by maintaining the full control of your company in compliance with the local regulations.

The registration of a limited company consist of the main following steps:

  1. Reservation of Company name

  2. File the Memorandum of Association

  3. File the Company application at Ministry of Commerce

  4. Convene a shareholder's Statutory Meeting and submit the application to establish the company within 3-months of the date of the Statutory Meeting.

  5. File Business License application depending of the business activity

We will assist you in every step to ensure that you can conduct your intended business in Thailand in accordance with Thai laws.

BOI COMPANY

The Thailand Board of Investment (BOI) is a government body aimed to encourage the foreign investment in Thailand.

 

The major advantages of setting up a BOI company  are as follows, but not limited to:

  • Limited company registered 100% foreign ownership;

  • Exemption from corporate income tax for up to 8 years;

  • Exemption of import duties on machinery and raw materials;

  • Exemption from rules restricting foreign ownership of land;

  • Exemption from work permit and visa rules; and

  • Exemption from rules restricting overseas remittances.

 

Our lawyers will advise you about the requirements to obtain the BOI promotion. 

US THAI- AMITY TREATY

The US-Thai Amity Treaty is a special economic relationship between the United States of America and the Kingdom of Thailand that give special benefits to U.S. nationals who wish to establish their businesses in Thailand.

Under this Treaty, those companies registered in Thailand which are owned by US nationals, whether corporate or individual persons, can be exempted from most of the foreign investment’s restrictions from the Foreign Business Act. That is why nowadays, the Amity Treaty is the preferred way for most American nationals, who are intended to set up a new company in Thailand.

The Treaty allows US nationals to form a company in Thailand by 100% US ownership, since according with the Treaty, at least the 51% of the company shares must be held by American nationals and the majority of directors with authorized signature must be American citizens. 


However, it should be noted that not all the activities are allowed to be conducted by US nationals under the Treaty, since the following business activities are still reserved to Thai national:

  • Communications

  • Transportation;

  • Fiduciary functions

  • Banking involving depository functions;

  • Land Ownership, Exploitation of land or

  • Other natural resources; and

  • Domestic trade in indigenous agricultural products.

Our lawyers will advise you about the requirements to obtain the promotion under the US-Thai Amity Treaty.

Foreign investors and companies who would like to set up a 100% foreign owned company in Thailand may register a Thai representative office with reference to its main office elsewhere outside Thailand.

 

However, should be taken into consideration that a representative office in Thailand cannot engage in any trading activities hence, cannot earn profit in the country. 

In the other hand, a Thai representative office shall engage only the following functions:

  • ​Reporting on business movement in Thailand

  • Providing advice related to products that are being sold to distributors or customers

  • Sourcing goods and services in Thailand

  • Inspecting and controlling the quality and quantity of goods purchased or ordered to be manufactured in Thailand

  • Introducing information regarding new products or services

REPRESENTATIVE OFFICE