building of foreign company in thailand

Register a foreign company in Thailand: Legal framework and compliance

Starting a foreign company in Thailand offers immense opportunities. However, it also presents complex legal challenges that require expert guidance. You may be establishing a branch office, representative office, or a fully foreign entity, Thailand’s legal landscape, governed by the Foreign Business Act (1999) and other regulations, can be hard to navigate without professional support. These laws control foreign investor activities in Thailand, with certain sectors being restricted. In others, special government permissions are required.

At Benoit & Partners, we offer comprehensive legal services that ensure your business complies with Thai regulations. Our expert team helps you through the company registration process, from advising on ownership structures to obtaining the necessary permits, ensuring your foreign business in Thailand runs smoothly. With extensive experience in corporate law, taxation, and foreign investment, our firm is uniquely equipped to safe your interests and help you avoid the mistakes that many foreign investors encounter. Our understanding of the Thai legal system and our strategic approach will help you launch your business efficiently and ensure full compliance with local laws.

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Table of Contents

Understanding foreign company in Thailand

A company, a branch office or a representative office more than half owned by non-Thai stakeholders is considered a foreign company. Such enterprises can do business within the nation’s borders, but there are restrictions. The Foreign Business Act outlines these limtations. Under sprecific conditions, overseas investors can fully control a business in Thailand. One avenue is obtaining special authorization from the government granting complete foreign possession. Another is if the nature of operations in the country legally permits foreigners to monopolize ownership shares. While regulations exist, the country remains open to international capital when guidelines are followed. A balancing act is performed to both invite investment and protect domestic interests.

What laws regulate a foreign company in Thailand?

The Foreign Business Act of 1999 laid out the primary rules governing every foreign company conducting trade in Thailand. This legislation oversees foreign involvement in diverse commercial ventures within the nation’s borders. Its aim is to safeguard and spur Thai companies at the same time permitting outside capital and cooperation in targeted domains.

Under the Foreign Business Act, business activities are divided into three categories

List 1 : Activities reserved for Thai nationals.

A Foreign company is prohibited from engaging in these activities unless they obtain specific government permission or meet certain criteria.

 Activities Prohibited for a Foreign company for Specific Reasons:

  • Operating businesses in newspaper, radio broadcasting, or television.
  • Engaging in farming, cultivation, or horticultural practices.
  • Participating in animal rearing or husbandry.
  • Conducting forestry operations and natural timber conversion.
  • Fisheries activities, particularly within Thai territorial waters and designated economic zones.
  • Extraction of traditional Thai herbs.
  • Trading or auctioning of Thai antiques or historically valuable items.
  • Manufacturing or crafting of Buddha images and alms bowls.
  • Land trading.

List 2 : Activities requiring a foreign business license.

A Foreign company must apply for and obtain a license from the relevant Thai authorities to engage in these activities:

Businesses relating to national security or safety that could have a negative impact on indigenous art and culture, customs, or craftsmanship or that could have an impact on the natural resource and the environment:

List 3 : Activities that are not subject to restrictions under the Foreign Business Act.

A Foreign company can engage in these activities without obtaining a specific license, but they must still comply with other applicable laws and regulations.

Activities that are not subject to restrictions under the Foreign Business Act:

  • “Rice milling and flour production from rice and plants.
  • Fisheries, specifically the breeding of aquatic creatures.
  • Forestry from re-planting.
  • Production of plywood, veneer, chipboard, or hardboard.
  • Production of lime.
  • Accountancy.
  • Legal services.
  • Architecture.
  • Engineering.
  • Construction, except:
  • Construction of infrastructure in public utilities or communications requires tools, technology, or special expertise in such construction, except where the minimum foreign capital is 500 million baht or more.
  • Other construction, as prescribed in regulations.
  • Agency or brokerage, except:
  • Brokerage or agency of securities or service related to future agricultural commodities futures or financial instruments or securities.
  • Brokerage or agency for the purchase/sale or procurement of goods or services necessary to production or providing services to affiliated enterprises.
  • Brokerage or agency for the purchase or sale, distribution, or procurement of markets, both domestic and overseas, for the distribution of products made in Thailand, or imported from overseas in the category of international business, with minimum foreign capital of not less than 100 million baht or more.
  • Other brokerage or agency activities, as stipulated in ministerial regulations.
  • Auctioneering, except:

Auctioneering is the manner of international bidding, not being auctions of antiques, ancient objects, or artifacts that are Thai works of art, Thai handicrafts, or antique objects, or with Thai historical value.

  • Other types of auctioneering, as stipulated in ministerial regulations.
  • Domestic trade in local agricultural products is not prohibited by law.
  • Retailing all categories of goods having less than 100 million baht capital in total or having the minimum capital of each shop of less than 20 million baht.
  • In wholesaling, all categories of goods have a minimum capital of each shop less than 100 million baht.
  • Advertising.
  • Hotel operation, excluding hotel management.
  • Tourism.
  • Sale of food and beverages.
  • Planting and culture of plants.

Other services, except those prescribed in the ministerial regulations.”

It’s significant for a  foreign company to carefully review the lists and determine their eligibility to engage in specific business activities. The Foreign Business Act also sets out penalties for non-compliance, including fines, imprisonment, and other punitive measures.

Additionally, foreign companies operating in Thailand are also subject to other relevant laws and regulations, including tax laws, labor laws, company registration requirements, and industry-specific regulations.

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Acquiring a Foreign Business License for your foreign Company in Thailand

What is a Foreign Business License?

To begin, a foreign business license (FBL) is a legitimate authorization granted by the Thai administration that permits foreign company or substances to take part in specific commercial activities in Thailand that are restricted under the Foreign Business Act (FBA). The FBA sorts out business activities into three lists, and for exercises recorded under List 2, outside organizations need to get an Foreign business license to work in Thailand lawfully.

List 2 of the Foreign Business Act incorporates business exercises viewed as huge and applicable to Thai public security, society, and economy. These exercises are liable to outside ownership limitations, and as often as possible, outside organizations can just take an interest in them on the off chance that they get a remote business permit. The outside business permit is a administrative component to guarantee that outside venture in these exercises coordinates with Thailand’s monetary and public advantages.

Key prerequisite before getting a Foreign Business License

Additionally, there are various basic prerequisite to think about before getting a Foreign business License:

At first, decide if the proposed business of your Foreign Company falls under List 2 of the Foreign Business Act and requires an FBL. Not all business exercises need an FBL; some exercises may fall under List 3, which permits outside possession without an authorization. Secondly, set up a legitimate element in Thailand, normally enlisting a Thai constrained organization, as the FBL is typically conceded to a particular organization in a specific business movement.

The Foreign business license application for your foreign company

Get together the important records for the FBL application, which may incorporate a point by point business plan, monetary articulations, data about investors and administrators, data about the business movement, and considerably more. Submit the FBL application to the applicable Thai specialists, regularly the Ministry of Commerce. The application is then audited, and the specialists survey elements, for example, the potential advantages to the Thai economy and nearby rivalry.

The application experiences a audit process, amid which specialists assess the business’ plausibility and consistence with lawful prerequisites. On the off chance that the application is endorsed, the outside business permit is conceded. The FBL may accompany explicit conditions that the business must consent to, for example, venture totals, business of Thai natives, and operational prerequisites.

The Foreing business License ordinarily has a legitimacy period and needs to be restored periodically. The business must likewise agree to the conditions portrayed in the permit throughout its tasks.

Strategies for Full Foreign Ownership of a foreign Company in Thailand

First and foremost, Thailand imposes specific ownership limitations regarding foreign control of corporations, chiefly through the provisions of the Foreign Business Act. However, there are avenues for a non-Thai person to wholly own a company in Thailand, depending on the type of commercial activity and the unique conditions. Here are some potential options to consider if you want to own a foreign company:

The Board of Investment Promotion

BOI Promotion: The Board of Investment of Thailand proposes incentives to attract overseas investment in targeted industries and sectors. These incentives can incorporate tax exemptions, reduced import duties, and permission for absolute foreign possession. To qualify for BOI promotion, a business must align with the areas stipulated by the BOI and meet specific investment and operational benchmarks. Enterprises that receive BOI promotion can take advantage of the privilege of 100% foreign ownership.

Amity Treaty

 Amity Treaty (for U.S. Citizens): The Treaty of Amity and Economic Relations between Thailand and the United States affords U.S. citizens and companies certain privileges, like establishing and fully owning firms in Thailand. Under this treaty, U.S. nationals can engage in activities not restricted under the FBA and hold 100% ownership in a foreign company.

The Foreign Business License

Applying for a Foreign Business License: The Foreign Business Act lists certain business activities subject to foreign ownership constraints. For activities on List 2 of the FBA, foreign entrepreneurs can petition for a foreign business license to operate and have full possession. The license application is submitted to the Ministry of Commerce or relevant authorities. Approval depends on various factors, such as the potential benefits to Thailand’s economy and domestic competition. This approach allows foreign ownership while ensuring regulatory compliance.

♦ Company Exceptions Not Falling Within FBL Restrictions: In some cases, foreign ownership limitations outlined in the Foreign Business Act do not apply. These exemptions might arise due to the nature of the commercial activity or specific regulations. For instance, businesses engaged in export-oriented manufacturing or certain technology-related activities might be exempt from FBA restrictions. In such situations, foreign entrepreneurs can establish and entirely own companies without specific licenses or approvals.

However, navigating these options is crucial, as regulations and eligibility standards may vary. Engaging legal and business experts with expertise in Thai regulations is essential to ensure proper compliance and successfully establish a foreign company with 100% foreign ownership.

As circumstances can change, verifying the latest regulations and requirements is recommended before proceeding with any commercial venture in Thailand.

What are the steps involved in setting up a foreign company in Thailand ?

Setting up a firm as a foreigner in Thailand involves various steps and considerations. The method can differ depending on the kind of business and ownership composition you design to establish. Here is an overall outline of the measures involved to set up a foreign company in Thailand:

 

Commence by directing thorough investigation to confirm your business concept is viable in the Thai market. Consider factors for example demand for the product or service, competition, and administrative requirements.

 

Pinpoint the most ideal legitimate composition for your firm. Regular alternatives incorporate a restricted organization, agent, department, or local work environment. The choices fluctuate definitely in proprietorship prerequisites and administrative necessities.

Opt for an exceptional corporate name and check its accessibility with Thailand’s Office of Business Advancement (DBD). When endorsed, the name can be saved for no less than 30 days.

Relying upon your chosen business structure and the sort of business movement, guarantee that you meet the ownership necessities. On the off chance that you intend to have 100% outside ownership, investigate choices like BOI advancement or exercises not limited under the Outside Business Act.

Enlist your business with the Office of Business Advancement (DBD) or other pertinent government offices. This step includes submitting expected documents, including articles of relationship, memorandum of relationship, and other supporting documents. It is significant not to miss any reports or skips any progression.

Enlist for a Tax Identification Number (TIN) and Value Added Tax (VAT) with the Pay Department. This is fundamental for assessment consistence. Missing this progression can bring about significant penalties.

You may need to apply for explicit permits and allowances relying upon your business exercises. For instance, on the off chance that your business includes importing or exporting merchandise, you should get significant import/fare permits. Each permit has its own arrangement of administrative prerequisites.

Open a business bank account in Thailand. This is expected for budgetary exchanges identified with your business tasks. Having a neighborhood bank account is less demanding to keep money related records and taxfilings.

On the off chance that you intend to work and live in Thailand, you need to get the proper work permits and visas. Different kinds of visas are accessible, for example business visas or non-emigrant visas for work. Getting the correct visa is significant for legitimate status.

Familiarize yourself with Thai work laws and guidelines on the off chance that you intend to employ nearby laborers. This incorporates work contracts, advantages, and social security commitments. Neglecting to agree to work laws can bring about hefty penalties.

Set up proper accounting and bookkeeping frameworks to guarantee exact monetary record-keeping and consistency with assessment guidelines. Keeping exact budgetary records is significant for consistence and oversight.

When lawful and authoritative necessities are met, you can begin a business in Thailand. However, consistent consistence is expected to keep the business running easily. Additional administrative prerequisites may apply relying upon the business and areas.

You should note that the procedure and necessities can change after some time. Counseling with lawful and business specialists familiar with Thai controls and methods is emphatically prescribed to guarantee a smoothly setup a foreign company. Additionally, language obstacles and social intricacies may emerge, so having nearby guide can be gainful.

 

FAQ

A foreign company is one in which non-Thai stakeholders hold more than 50% of the ownership. This includes branch offices, representative offices, or fully foreign-owned entities. These companies must follow the Foreign Business Act and other applicable Thai laws.

The primary law is the Foreign Business Act (1999), which governs foreign ownership and activities. Other relevant regulations include company registration requirements, tax laws, labor laws, and industry-specific rules.

Activities reserved for Thai nationals, such as operating newspapers, radio, and TV stations, farming, fisheries, land trading, and crafting Buddha images, are generally prohibited for foreign companies without special government permission.

Businesses that could impact national security, culture, or the environment, or that require large capital, often need an FBL. This includes certain manufacturing, transport, defense-related industries, and trading sectors listed under List 2 of the FBA.

Activities listed under List 3 of the FBA are not subject to restrictions. Examples include accountancy, legal services, architecture, engineering, non-critical construction, retailing with limited capital, advertising, tourism, and other service sectors.

Full foreign ownership can be achieved through three main routes:

  1. BOI promotion, which grants incentives and up to 100% ownership.
  2. The Amity Treaty (for U.S. citizens) allows complete ownership.
  3. Applying for a Foreign Business License for specific List 2 activities.

The company must prepare detailed documentation, including a business plan, financial statements, and shareholder details. The application is submitted to the Ministry of Commerce for review. Approval may include conditions related to investment, operations, or Thai participation.

The main steps include:

  1. Analyzing the business concept
  2. Choosing the company structure
  3. Reserving a company name
  4. Meeting ownership criteria
  5. Registering the company
  6. Obtaining a tax ID and VAT
  7. Applying for licenses and permits
  8. Opening a corporate bank account
  9. Securing work permits and visas
  10. Complying with labor laws
  11. Setting up accounting and bookkeeping
  12. Starting operations

Yes. Generally, foreign companies must maintain a minimum registered capital of 2 million THB per foreign employee. Capital requirements may also vary depending on FBL conditions or BOI-promoted activities.

Thai corporate law is complex. A lawyer ensures compliance with the Foreign Business Act, secures necessary licenses, optimizes ownership structures, and avoids costly mistakes. Expert guidance is critical for smooth company setup and long-term success.

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