The key steps for registering a Thai company include:
The basic requirements for registering a company in Thailand are:
Whether you are a local business owner exploring opportunities or a foreigner considering starting your next business in Thailand, you will be pleased to know that the government has streamlined the process of starting a company by reducing the steps required for registration. This increased ease of business formation has contributed to the rise in new company registrations in Thailand.
From introducing new incentives by the Revenue Department to providing tax breaks and simplifying work permits, both Thai citizens and foreigners will find operating a business in Thailand straightforward. Locals and *non-locals interested in building a successful venture in Thailand can consider a variety of business structures.
*subject to the terms and conditions of the Foreign Business Act (FBA)
Entrepreneurs are offered a range of business entities that they can choose from when thinking of starting a Thailand business. Each business structure has a different set of rules that need to be adhered to.
As professional business services provider on Thailand, Reliance Consulting can help local and foreign nationals choose the appropriate business structure that suits their business. Choosing the right business entity depends on the nature of business.
If you’re a foreign business owner who wants to own 100% shares of your business, the following options are available to you:
Having a local firm to assist in Thailand Company Registration is a wise move for today’s entrepreneurs. As Thai rules and regulations on company incorporation are quite complicated, local and foreign nationals are encouraged to partner with a professional firm specialising in forming a company to ensure compliance with Thailand’s strict business registration laws.
Reliance Consulting, with its strong expertise and experience in incorporating a company, can be your trusted partner in setting up a business in Thailand. Whether you’re eyeing to set up a new company or want to know the next step to complete a Company Registration under the Board of Investment (BOI), Reliance Consulting is the firm to rely on to ensure that all your requirements will be completed with ease and efficiency in adherence to the laws.
| Business Structure | Fee (Starts From) |
|---|---|
| BOI License | Baht 250,000 |
| FBL | Baht 250,000 |
| Representative Offic | Baht 60,000 |
| Thai Limited Company | Baht 20,000 |
| Thai Holding Company | Baht 20,000 |
The Board of Investment is a government agency that seeks to encourage beneficial domestic and foreign investment to boost the nation’s competitiveness and achieve sustainable growth aligned with the philosophy of a sufficient economy. As a result, a BOI-licensed company can gain numerous benefits and incentives with lowered investment risks, minimal investment costs, and increased returns on investment.
A BOI company can be 100% fully owned by a foreign entrepreneur who may obtain the following incentives and exemptions:
The applicant must meet the conditions prescribed by BOI in which the following incentives will be granted:
In order to successfully register as a BOI company, foreign business owners are required to meet the minimum capital investment and actively promote their business venture. They also have to meet the conditions required for promoting a business venture. Applying for a BOI-licensed company can take six (6) to nine (9) months.
When you opt for a BOI company, Reliance Consulting can provide you with a complete BOI company registration package that includes planning, application for a BOI company, visa and work permit assistance, accounting services, and BOI company reporting and compliance until the duration of your contract with us.
To obtain a BOI company license in Thailand, you must follow these steps:
You must submit all requirements within the stipulated time frame. Otherwise, you will need to send a letter to BOI Thailand requesting an extension.
If more time is needed to fulfill the requirements, you must request permission from the BOI Office.
Foreign entrepreneurs who are engaged in a business that is restricted under the Foreign Business Act are required to have a Foreign Business License (FBL) prior to business operations. An FBL is required particularly if a company has a majority of shareholders who are foreign.
Under the Foreign Business Act of Thailand (B.E. 2542), three types of business activities fall under the category of restricted business and are subject to certain limitations:
Foreigners may invest up to 49% in a company engaged in a restricted business provided that such business has a majority of shareholders who are Thai. When a foreigner holds more than 49% of the company shares, an FBL needs to be acquired.
When foreign investors acquire a Foreign Business License in Thailand, they will be granted business participation to generally foreign-restricted industries under Thai Law. Additionally, a Foreign Business License allows foreign entrepreneurs and investors to own 100% of their companies.
To acquire an FBL, foreigners need to fork over 2 million baht as minimum capital requirement for business activities under List 1 and 3 million baht for business activities that fall under Lists 2 and 3. Along with the minimum capital requirement, an application form needs to be accomplished and filed with the CRD, subject to the approval of the Cabinet or the Foreign Business Committee, depending on which List the business activity belongs to.
Approval depends on a variety of criteria that mostly hinges on the impact of the kind of business being proposed. It may depend on the advantages and disadvantages of such business to the safety and security of the nation, how it may contribute to the nation’s economic and social development, the size of the business, and the local employment it may require, amongst many others. Application for an FBL may take about six to nine months to complete.
When you need to obtain an FBL, Reliance Consulting can help you secure one. You can consult with us if you need expert guidance on what kind of business to operate to successfully get a Foreign Business License. We can help you explore the Thai business landscape to know which business may provide more benefits, whilst protecting and promoting the interests of the country. We can also provide valuable advice on the kind of unique business you should put up to obtain such license, granted that it doesn’t compete directly with any existing Thai business and engages in dealings that involve members of affiliated companies. Together, we can effectively work on getting that FBL faster, whilst strictly complying with rules and regulations.
When applying for an FBL, the first thing you need is to acquire the minimum capital of 3 million THB under section 14 of the Foreign Business Act.
Next, you need to get an application form and pay the license application fee worth 2,000 THB. After filling it out, submit the application form with the following documents:
Once the application has been submitted to the Business Department along with the necessary documents, either the Cabinet or the Foreign Business Committee will review the submission.
The approval process will take about 60 days to complete. Once the license has been issued, the company can start operations.
However, in case the application has been denied, a written letter will be sent to the applicant. If he/she so wishes, the applicant can send a letter of appeal to the Minister of Commerce within 30 days of notice. The consideration process will take about 30 days to complete.
Americans and American corporations may have 100% full ownership of a foreign company subject to the limitations under the Treaty of Amity. The treaty is an exclusive agreement entered into by Thailand and the US that provides US citizens and US companies with the same rights as Thai national or Thai-owned companies.
Approval of company ownership under this treaty, however, is subject to a number of restrictions. US investors are not allowed to be involved in the following industries:
In 1966, the treaty was amended to provide two major benefits:
If you’re a US citizen or US corporation looking to register a company in Thailand under the Treaty of Amity, you must meet the following requirements:
A minimum capital investment is also required, as stipulated under the Foreign Business Act (FBA). The minimum capital requirement is 2 million baht, as long as the business does not belong to any of the business activities that are restricted by the FBA. If the amity company belongs to any of the business activities that are restricted by the FBA, the minimum capital investment is pegged at 3 million baht. Applying for an amity company can take four to six weeks.
When you need to apply for an amity company, Reliance Consulting can assist you in accomplishing and filing the necessary documents to ensure approval. We can also advise you on what other documents you need to obtain to complete your registration, such as an FBA, which is needed for any foreign owner operating a business that is restricted by the FBA. We can walk you through the rules and regulations that govern individuals and corporations looking to operate a business under the Treaty of Amity.
1. File Documents
The first step is to acquire official documents that verify that the U.S. company has been completely registered under Thai Law. These documents include:
2. Obtain a Certification from the U.S. Commercial Service in the American Embassy in Bangkok
After submitting the prerequisite documents to the U.S. Embassy, the Commercial Service office therein will send a certification to the Ministry of Commerce to notify them that the applicant’s business organization is American-owned and managed. As such, they are qualified and entitled to receive national treatment as stated under the U.S. Treaty of Amity provisions.
3. Submit the application to the Ministry of Commerce
After receiving the certification from the Commercial Service office, the applicant needs to submit the original copies of the necessary documents mentioned above, along with a completed application form obtained from the Department of Commercial Registration.
In order to complete the registration, the applicant will need to pay 2,000 THB for the application form and 20,000 THB for the certificate. The whole process will take about one month.
Foreigners are granted 100% full ownership of a branch office, which is regarded as an extension of a foreign headquarters and provided that it uses the same name as its parent company.
Ownership is granted to foreign entrepreneurs as a branch office, under Thai law, is not recognised as a legal business entity that is defined as having directors or shareholders. A branch office, though, may be subjected to tax, if the income it earns is from sources generated within Thailand. Liabilities are also not limited to the Thai branch office but to the overseas head office as well.
As an extension of the foreign parent company, a branch office in Thailand is a separate entity that has its own set of advantages. One benefit is that it’s easier and less complicated to set up in comparison to a subsidiary company or a limited liability company.
Another key advantage is that branch offices are relatively independent. Although they operate according to the guidelines of their parent company, a branch office is technically treated as a separate entity and can function as a permanent unit.
In addition, branch offices have limited liability in the country. Their parent company is given full liability for the obligations and/or debts that the branch incurs. Lawsuits filed against the branch will also be relayed to the foreign company, and they can handle the situations with little to no significant impact.
Lastly, in terms of taxes, a branch office is required to pay the usual rate of corporate income tax. However, the rate is based only on the profit acquired from the country.
With these advantages, many multinational corporations are encouraged to branch out in Thailand.
To set up a branch office, you will need a notarized copy of company documents from the foreign head office translated into the Thai language and a comprehensive business plan detailing your intended business activities within the country. Here is the list of official documents that you need to acquire and submit to the Ministry of Commerce to proceed with your branch office registration.
Once submitted, the documents will be reviewed and approved by the committee. For the branch to operate in Thailand, it will need to acquire a Foreign Business License (FBL).
If you’re looking to set up a branch office in Thailand, you need to meet the minimum capital investment of 3 million baht for each business category. You also need to bring this investment into Thailand in required intervals until the end of the third year of business operations.
In order for your application to be approved, this largely depends not only on the capital investment but also on the size of your business, how the parent company has performed over the years, the uniqueness of the product or service, and if there isn’t a local competitor to go head to head with. Applying for a branch office may take six to nine months to complete.
When you need to apply for a branch office, Reliance Consulting can be your partner to ensure that you efficiently go through the process of application without any error or omission in meeting the requirements. We can assist you in the steps you need to take to secure the approval of the special committee responsible for overseeing the company’s benefits for Thailand (if the branch office provides some sort of technology transfer, for example, that can benefit the country) and effectively complete your application despite the complex process, timeline, and setup cost involved.
A 100% full ownership can be granted to a foreigner who wants to operate a representative office, as this is recognised as an extension of a foreign headquarters and does not have any local directors or shareholders.
Ownership of a representative office is subject to a few limitations. For starters, it must not be involved in profit seeking or profit making, must not be making any sales offers, and must not do business with any locals in Thailand. On the other hand, it can operate based solely on the following activities:
On top of these limitations, the representative office is required under the law to submit its entire operating expenditure from its overseas headquarters, which should total at least 2 million baht. A “principle manager” should also be appointed by the headquarters to oversee day-to-day operations, which can be a local or foreign national. When a foreigner is appointed to this position, it is required by law that the individual be a resident of the country and has met all the requirements to legally work in Thailand.
The advantages of setting up a representative office in Thailand include the following:
The first step to setting up a representative office in Thailand is to submit official documentation to the Department of Business Development (DBD). Here’s the checklist of requirements:
The above-mentioned documents should not be older than six months during registration and should be notarized and officially certified by a Thai embassy.
After submission, the Department of Business and Development (DBD) will review and approve the application, which can take anywhere from two weeks to three months. Then, they will issue a certificate or registration number so the Representative office can begin its operations in the country.
Foreigners who want to put up a representative office in Thailand are required to submit corporate registration requirements, which include the registration certificate, articles of association, financial statements, and passports of the shareholders. All of these should be supplied by the headquarters and notarised on the same location as the head office.
Application forms are required to be signed by the representative manager appointed by the head office. The forms should also be signed in person in Thailand if the appointed representative manager is foreign. All application forms must also be translated in Thai as issued by the Ministry of Commerce. Application for representative office can take three days from the day of document submission. Registration and representative license may be issued within 15 to 20 working days as long as all necessary documents are completed and submitted.
When you need to apply for a representative office, Reliance Consulting can help you in handling and submission of all required documents. We can give valuable advice as well on the next steps you need to take once approval to operate has been granted, such as finding an office to lease, opening a local bank account, hiring of local employees, and receiving remittance from your headquarters. We can also assist you when working on closing your representative office, which may be completed within two months once the office has fulfilled its purpose.
Foreign nationals may opt to operate a limited company in Thailand, provided that the company is formed with Thai nationals.
The most popular business structure in Thailand, a limited company works like a limited liability company (LLC), which is defined as having limited liability. When a company has limited liability, this means shareholder liability is confined solely on the amount left unpaid on their shares and the owner and the management are treated as separate from one another.
On top of these characteristics, a limited company is preferred by most business owners because of the following reasons:
Registering a Thai Limited Company in the country has become a popular business venture amongst foreign investors for the following reasons:
The good news is that the Thai government has made it fuss-free to set up a limited company for foreigners. As long as the company is formed with Thai nationals and majority of the shareholders are all Thai, business registration can take only three working days. If majority of the shareholders are foreign-owned, foreigners are required by law to secure an FBL.
Incorporating a Thai private limited company also requires the following:
When you want to set up a Thai limited company, Reliance Consulting can assist you from beginning to end with just eight easy steps:
If you’re thinking of setting up your own Thai Limited company, first, you’ll need at least three shareholders and one director to manage the business. Once you have that covered, follow these steps to complete your registration:
Overall, the whole registration process can take up to nine days to complete. After a company is registered, it can operate as a Thai Limited Company.
Foreigners may own a holding company in Thailand, provided that there is a genuine Thai partner to be involved in the business venture. This local partner will be a shareholder that must invest his own capital.
It is prohibited under Thailand’s company laws to have a local Thai partner who hasn’t invested his own capital and holds company shares owned by somebody else. It is thus important to partner with genuine shareholder to operate your business under this structure.
One of the main reasons foreign investors choose to open a Thai Holding is that it enables them to evolve and expand into new companies through local and/or foreign subsidiaries, which may or may not be connected to their present business activities.
Besides being able to expand, another advantageous reason is that setting up a Thai Holding Company can help foreigners avoid difficulties when applying for a listing on the Exchange. Holding companies can acquire subsidiaries that have various firm structures and subsidiaries on the list of the Exchange. Through this, they have better chances of having their stocks listed without encountering any problems.
There is no need to find a wealthy Thai investor to set up a holding company in Thailand. All you need is a local person you can trust, who can fork over 51% of the registered capital of 100,000 baht.
You can set up a second company to hold majority of the company shares than offer shares from the operating company. This second company, being an investor, has a substantially lower capital than the operating company as its purpose of existence is to hold the operating company’s majority of shares. What you need then is a Thai investor who can finance the holding company’s capital that is much lower than the 51% of the usual 1 million baht required from regular investors. Applying for a holding company can take five to seven days to complete.
If you’re eyeing to set up a Thai holding company, Reliance Consulting can help you set up a second company to act as the holding company. We can assist in seeking a credible Thai investor to provide the 51% of the lowered capital. We can also help handle the loan requirements that you need to secure from your head office for financing the purchase of the operating company’s majority of shares. On the strength of the loan and a pledge agreement, the purchased shares will be entered into as collateral for the loan acquired.
As a result of this arrangement, both the operating and holding companies will be recognised as Thai companies who will be allowed to be involved in any business activity. This is because 51% of the operating company will be held by the holding company, whilst 49% will be held by foreign owner. This 51% is to be held by the true local investor, whilst 49% is to be held by the foreign owner.
Let Reliance Consulting be the local partner you can depend on to ensure a successful company incorporation in Thailand. Contact us for a free consultation.
A holding company falls under the Thai Limited Liability Company (LLC) Category. Although LLCs allow companies to be 100% foreign-owned, holding companies require the majority of the company’s shares (at least 51%) to be owned by a Thai national.
To open a holding company, follow the steps of setting up a Thai Limited Company:
All foreign employees and directors must get a work permit before being allowed to do business in the country. The company can be eligible to sponsor one non-immigrant foreign member if they meet the Ministry of Labour and Immigration Bureau requirements.
Foreigners may also be granted 100% full ownership when they start the following business structures:
You can visit the Department of Business Development (DBD) DataWarehouse+ website to search for a company. You can type in the name, business ID, industry code, or industry name on the search bar. After the website scans the database, it will present you with a list of companies that fit your keywords.
The results will present you with the company’s information, such as the name, company registration number, company type, and status.
Once registered, a company must pass a resolution granting authorisation of opening a corporate bank account. An applicant must then prepare the following documents as required by the bank:
Foreign companies who are opening a bank account in Thailand are required to submit the same documents that should be certified by the company registrar of the government agency in which the company was registered and must also be notarised by the Thai embassy. For companies (either local or foreign) with foreigners as majority shareholders, a Foreign Business License (FBL) may be required as proof that the foreign national has been granted permission to engage in a Thailand business. Work permits may also be required for signatories who are foreign nationals. The presence of the directors of the company is also required when opening a Thailand corporate bank account.
According to the Thai government, a virtual office is allowed and can be used during company registration.
All you need to do is register your company with the proper address and obtain a VAT certificate. Once you’re all set up, you’ll need an internet, cloud computing, and messaging system to communicate with your clients virtually. If you need help setting up your virtual office, you can hire professionals to assist you with all the requirements.
Company incorporation in Thailand is quite easy and straightforward, as long as you complete all the documents required and know the legal procedures and the government agencies responsible for handling business registrations. For foreigners, though, it may be challenging to deal with all the legalities involved, particularly the differences in culture, tradition, and language that must be taken into consideration when setting up a company in such a traditional country. It is therefore recommended that foreign nationals partner with a local professional firm with English-speaking Thai staff who knows the ins and outs of company incorporation in Thailand and can communicate on your behalf.
Local or foreign entrepreneurs may choose to register as a limited liability company (LLC) or limited company, a branch, or representative office, depending on the type of business they intend to operate. Most business owners prefer to register as a private limited company, as this acts as a standalone company under Thai law, with the company’s shareholders restricted only to the amount of unpaid shares, should there be any, each of them holds. Another advantage of registering as a limited company is that company directors are allowed to apply for work permits.
A branch or representative office, on the other hand, is not recognised as a legal business entity that has local directors or shareholders but an extension of their foreign headquarters. Their liabilities extend to their overseas head office, not only to their Thai branch. They aren’t allowed to do business with any locals in Thailand and must not be involved in profit-seeking or profit-making activities.
According to the law, the business having the revenue over 1.8 million Baht per year, the company must have VAT registration. However, the company which just started or whose income does not meet 1.8 million Baht should consider as following:
Reliance Consulting Co. Ltd. in Thailand is a member firm of international accounting network firm of Santa Fe Associates International (SFAI), based in Santa Fe, New Mexico, USA. SFAI is a multinational professional service company specializing in accounting services, auditing, tax, corporate legal consulting, enterprise risk and financial advisory.
Reliance Consulting Co. Ltd
The year-end period is coming up as we approach the last month of the year. For many employers in Thailand,
Thailand has the highest household debt rate in Southeast Asia, and around 8 in 10 Thai people are at risk
Navigation
Recent News
The year-end period is coming up as we approach the last month of the year. For many employers in Thailand,
Thailand has the highest household debt rate in Southeast Asia, and around 8 in 10 Thai people are at risk
