Company Registration In Thailand

The following piece has been designed with an eye toward providing explanation to readers about conducting business in Thailand and the various legal structures which can be utilized in doing so.

Those wishing to conduct business in Thailand are well advised to conduct research and due diligence into Thai business customs, practices, rules, and regulations. That being stated, there are many options with regard to corporate formation for those wishing to conduct business within the jurisdiction of the Kingdom of Thailand. As in countries such as the United States of America, in the jurisdiction of the Kingdom of Thailand individuals may conduct business as a sole proprietorship. Meanwhile, some individuals or groups may prefer to conduct business as a partnership. In the Kingdom of Thailand, partnerships are authorized in the form of both registered and unregistered partnerships which could or could not be vested with limited liability protection. Limited partnerships are sometimes utilized by two or more foreign nationals doing business in Thailand.

Many of those who ultimately decide to do business in Thailand make the decision to conduct business under the auspices of a Thai Limited Company. A Thai limited company, much like a company in the United States of America, the European Union, or the United Kingdom; can have limited liability which can be a significant benefit for business operators as costs arising from possible personal legal actions can be, at least somewhat, defrayed. Keeping this in mind, in most cases, an alien national hoping to conduct business in Thailand is well advised to take notice of Thai rules pertaining to foreign ownership of Thai corporations (often called juristic persons in Thailand's jurisprudence). In the vast majority of cases, a natural person of foreign extraction or a foreign juristic person may only be capable of owning 49% of a Thai company.

Although most foreigners cannot retain more than 49% of a company in Thailand, there might be exceptions to this general rule based upon the unique facts in a given case. Most notable among the exceptions is the US-Thai Treaty of Amity which permits Americans to own virtually 100% of a Thai limited company provided it receives Amity Treaty certification from the Thai government for the activity which the company intends to engage in. Also of note is the Thai Board of Investment, sometimes colloquially referred to by the acronym: BOI. Foreign companies may be able to acquire BOI certification and thereby enjoy many benefits not generally accorded to foreign individuals or entities conducting business in Thailand.

Aside from companies with limited liability protection, sole proprietorships, and partnerships; the law in Thailand allows for the operation of foundations and associations. However, both of these types of juristic persons have somewhat limited business usage as they are generally only utilized by philanthropic or non-profit organizations. Those who may wish to conduct business in the Kingdom of Thailand should also note that Thailand's Labor regulations stipulate that a foreign national must have a work permit in order to undertake lawful employment within the Kingdom. Failure to obtain a work permit could result in fines or even criminal sanctions.


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Benjamin W. Hart is a licensed American lawyer and Managing Director of Integrity Legal (Thailand) Co. Ltd. Contact: (USA) 1-877-231-7533, (Thailand) +66 (0)2-266-3698, or info@integrity-legal.com. See:
Integrity Legal
or
Thailand Amity Company
.