Branch office registration in Thailand: Legal overview

What is a Branch office in Thailand?

While branch offices in Thailand provide foreign companies access to local markets, they do so under certain restrictions. As an extension of their overseas parent, branch offices inherit shareholders from abroad rather than establishing independent ownership. However, the specific activities undertaken within Thailand’s borders may diverge based on regional needs and opportunities.

Registration as a branch is not compulsory for foreign firms to operate in the kingdom, yet registration under relevant regulatory bodies, such as for tax ID numbers or VAT, becomes necessary before or after formal market entry. Most business functions must adhere to an assortment of national statutes as well. As with any domestic corporation, branches are taxed at the standard 20% on corporate earnings.

Importantly, the head office guarantees contractual obligations and errors originating from its Thai subsidiary. The branch itself takes responsibility for annual tax returns submitted to the Revenue Department. With accountability linked to the parent company, branches carry out business under the legal auspices of their overseas parent yet contribute to Thailand’s tax base in a manner indistinguishable from local enterprises.

What are the regulations concerning branch offices in Thailand?

In Thailand, a branch office is one choice open to foreign businesses hoping to build a presence in the nation. Interpreting legislation concerning branch workplaces mainly falls to the Department of Business Growth underneath the Ministry of Trade. There are seven crucial things to think about relating to branch workplace guidelines in Thailand:

Registration and corporate formalities

• Signing up: To launch a branch, an offshore company has to sign up with the DBD. Applications require files like a certificate of incorporation, a rundown of approved administrators, and a power of legal counsel.
• Title: The branch’s name should correspond with the parent company. In any case, if the parent company’s name isn’t in Thai dialect, an appropriate interpretation must be remembered.

Scope of activities and legal liability

• Exercises: Branches ordinarily have constraints on tasks consistent with the parent company’s business. They can’t direct exercises that vary from or exceed those of the parent without getting extra assents.
• Obligations: A Thai branch isn’t seen as an extraordinary lawful element from the parent company. Along these lines, the parent company bears unrestricted obligation for the commitments and liabilities of its branch.

Taxation, licensing and ongoing compliance

• Taxation: Branches submit to assessment in Thailand. They should record yearly charge comes back and pay charges on their salary produced inside the nation.
• Permitting: Contingent upon the nature of the business exercises, explicit enterprises or callings may require extra permits or authorizations from explicit administrative bodies or government offices.
• Conformity: Branches should adjust to pertinent Thai laws, including work laws, migration directions, and other lawful necessities relevant to organizations working in the nation.

It’s basic to take note that guidelines can fluctuate in view of explicit conditions and enterprises. Along these lines, counseling lawful experts or particular offices in Thailand is emphatically prescribed to guarantee consistence with all relevant guidelines and systems.

What law applies?

The laws and regulations applying to foreign subsidiaries in Thailand chiefly encompass the following :

To begin, the Foreign Business Act from 1999 governs international investment in Thailand and places limitations on certain ventures reserved for Thai citizens or subject to special conditions. It oversees establishment and procedures of branch offices by overseas companies in Thailand.

Additionally, Thailand’s Civil and Commercial Code provides the legal framework for various commercial activities, like those of branch offices. It covers such aspects as contracts, liabilities, and duties.

Guidelines and regulations related to branch office creation, procedures, and compliance needs are issued by the Department of Business Development under the Ministry of Commerce, which oversees branch office registration and administration.

Taxation, employment, and sector-specific regulations

Furthermore, branch offices must abide by Thai tax laws, like the Revenue Code directing taxation in Thailand. The Revenue Department regulates taxation including earnings and value-added tax.

Labor laws also apply, such as the Labor Protection Act outlining regulations regarding employment contracts, working states, employee benefits, and termination processes.

Finally, depending on the nature of operations performed by the branch office, specific rules for certain industries may be pertinent. For example, if the branch office functions in banking, insurance, or telecommunications, divergent regulatory bodies and laws relate to those sectors.

It is crucial to seek counsel from legal experts or concerned government agencies in Thailand to ensure compliance with all relevant laws and rules based on the branch office’s distinct conditions and industry.

How do I set up a branch office?

While seeking permission for reserved undertakings necessitates authorization, outsider associations can dispatch Thai branches with the fitting allow. Applications include subtleties of proposed exercises and capital allotment exceeding normal yearly costs. Upon endorsement, the division prepares as a privately owned business, subject still to conditions like least speculation and innovation exchange. Choices about setting up a presence require cautious planning to meet investment and activity confinements while keeping up industry consistency.

• Ownership permits totals control by outside elements.
• Equity contributed must surpass 3 million baht for documentational endorsement. Issued accreditation then permits the records determined in the submission.
• Occupations are constrained just to those accepted beforehand.
• The endorsement cycle takes around three or four months to finish, giving an endorsed permit permitting activities from that point. 

What are the steps to set up a branch office in Thailand ?

Setting up a branch office in Thailand involves several important steps and regulatory processes. Here are ten key points to consider when establishing a branch office in the country:

• First, thoroughly research Thailand’s market, legal landscape, industry norms and business viability through preliminary analysis. Consult experts as needed.
• Second, obtain approval from the parent company to set up a branch, confirming eligibility and available support.
• Third, reserve an acceptable branch name and prepare documents like incorporation papers and power of attorney forms for submitting to the Department of Business Development for registration.
• Fourth, the Department will register the branch, enabling acquisition of a Tax Identification Number from the Revenue Department for tax compliance.
• Fifth, the branch must open a Thai bank account by providing its registration and signatories’ identification to the bank.

Employment, licensing, and ongoing compliance steps

• Sixth, depending on activities, the branch may need to register for Value-Added Tax with the Revenue Department according to a tax consultant’s advice.
• Seventh, certain industries require additional licenses or permits from specific agencies in compliance with rules.
• Eighth, employment registration, contracts, wages and other labor laws must be followed.
• Ninth, the branch must maintain records and submit regular financial statements and reports.
• Tenth and finally, throughout the process, consult reputable lawyers or agencies regarding Thai law and requirements particular to the branch circumstances.