Limited Company & BOI Registration
– Limited Company & BOI Registration
A Limited Company is the most popular form of business structures in Thailand. Its key features are that the liability of the shareholders are limited to any amount left unpaid on their shares and that there is a separation between owners and management. The incorporation of a Limited Company requires several measures in order to register successfully.
In 1997, the Thai government established the Board of Investment (BOI) to provide investment incentives for both foreign and local entrepreneurs who are interested in investing in the agency’s promoted activities.
Both systems come with a list of advantages and disadvantages, both require legal guidance throughout the process. Allow us to help you throughout the process.
Information for Clients
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.
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.
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
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.
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.
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.
Phone: +66 (0) 76 530 597
FAX: +66 (0) 76 530 598
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