We have a vast experience with helping corporate entities get a foothold on the Thai market. Registrations, business licenses, mergers and acquisitions – we’re ready to help.
– BUSINESS
Doing business in Thailand can be very complicated and may take you several weeks to complete the process due to the registration procedures and the required documents and forms being in Thai. Following that you need someone who is able to communicate in Thai on your behalf to be able to successfully review your company registration. Our office, Harwell Legal International Law Office can take care of the legal points of setting up your business thereby making sure that all the necessary requirements are met.
We assist our client in setting up a company, registering change to Board of Directors and Shareholders, company dissolution and liquidation, and other corporate secretarial services.
Information for Clients
Business The Foreign Business Act prescribes a range of business, commercial and industrial activities that may not be carried out by “foreigners” unless a relevant licence has been obtained or an exemption applies.
This includes Thai registered companies where half or more of the capital is held by non Thai individuals, foreign registered companies or Thai registered companies which are themselves majority foreign-owned.
There is no general prohibition against foreigners carrying out business in Thailand. However, foreigners cannot engage in the following:
1. Newspaper publishing, radio or television broadcasting 2. Rice farming, arable farming or orchard farming 3. Rearing livestock 4. Forestry and the processing of wood from forests (naturally grown) 5. Fishery, only in relation to marine life in Thai waters and the specific economic zone 6. Extraction of Thai medicinal herbs 7. Trading and auctioning of Thai antiques or antiques which are of historical value to the country 8. Manufacture or casting of Buddha images and alms bowls 9. Trade in real property
Type of Company in Thailand
Registered Ordinary or Limited Partnership.
Representative Office, Regional Office or a Branch Office.
Limited Company.
Limited Partnership Unlike a Thai partnership, in a limited partnership, one partner’s liability is limited while the other partner’s liability is unlimited.
Limited partnerships MUST be registered unlike a Thai partnership.
Representative Office A Representative Office has limitations on activities, as outlined below:
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
Regional Office Structure is what separates regional offices and their branch counterparts. The regional office will conduct its business in Thailand on behalf of its head office based outside of the Thai kingdom.
A regional office is limited to performing seven specific activities, all of which fall under list three of the Foreign Business Act ‘FBA Act 1999’, the afore mentioned activities are listed below.
Communicating, coordinating and directing, on behalf of the head office
The operation of branches and affiliates which are located in the region
Providing services in consulting and management
Training and personnel development
Financial management
Marketing control and sales promotion planning
Product development
Services in research and development
Also worth noting, a foreign company must have at least one active branch office or affiliate in Asia. Regional offices are also restricted from earning income, purchasing, selling, and negotiating while based on Thai soil.
Branch Office Unlike the Representative Office and Regional Office, Branch Offices under Thai law are not limited to the “non-trading” activities. They are allowed to earn income.
The Branch Office’s liabilities arising from the action of the business in Thailand will not be limited within Thailand but extends to the head office overseas.
Under Thai law, the branch office is also governed by the FBA Act. If one of the branch office’s activities falls under the FBA Act, it will require a Foreign Business License (FBL) to conduct activities in Thailand.
Limited Company Two options are available depending on your circumstances:
1. Private OR closely held (company that has only a limited number of shareholders)
A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents.
2. Public Company
A minimum of 15 promoters is required for the formation and registration of the memorandum of association of a public limited company, and the promoters must hold their shares for a minimum of two years before they can be transferred.
The Board of Directors of a public limited company must have a minimum of five members; at least half of them Thai nationals. The registration fee for a public limited company.is roughly 2,000 Baht per million baht of capital.
Registration procedures
Doing business in Thailand can be very complicated and may take you several weeks to complete the process due to the registration procedures and the required documents and forms being in Thai.
Setting up a company
We assist our client in setting up a company, registering change to Board of Directors and Shareholders, company dissolution and liquidation, and other corporate secretarial services.
Are you planning to register a foundation or association in Thailand, then you have a range of considerations to make. Let’s walk you through the whole process.
Mergers and acquisitions can be a tedious process. There are a lot of preparations to make. Allow us to help with a step by step approach towards your goal.
Business laws in Thailand reserve certain rights only for Thai nationals. Therefore, foreign investors face certain restrictions when doing business in Thailand.
