Why Setup a Company in Thailand
In recent years many international enterprises and independent companies have expanded to Thailand. Due to the ease of doing business and its geographical location, Thailand is an attractive prospect for companies who are looking to expand to South East Asia. With a growing middleclass and continued opportunity for investment, Thailand is an ideal location for companies wishing to expand to the region. Let us explore the different types of entities available as well as how INS Global can assist your enterprise.
Limited Liability Company
A Limited Liability Company (LLC) is the most common type of entity used when setting up a business in Thailand. This type of company structure offers a large scope of activities a business can engage in. A LLC is governed by the Civil and Commercial Code and has the following requirements:
- A minimum of 3 shareholders and 1 director;
- At least 51% of shares are to be held by a Thai citizen; and
- At least 25% of share capital should be paid up. Minimum share capital is $1, however if an enterprise wishes to employ expatriates they must have a minimum required sum of $94,000 for restricted industries or $64,000 for unrestricted industries.
- Reserve company name.
- Memorandum of Association – A Memorandum of Association must be filed with the Department of Business Development in the Ministry of Commerce.
- Statutory Meeting – A statutory meeting must be convened to make the appointment once the company’s share structure has been defined.
- Company Registration – The directors of the company must submit an application to establish the company, along with the registration fees, within 3-months of the Statutory Meeting.
- Tax Registration – All companies in Thailand are required to be registered for tax purposes. Businesses liable for VAT are required to register for a VAT I.D within 30 days of reaching 600,000 THB in total sales. Businesses liable for corporate income tax must obtain a tax I.D. card and a registration number, from the Thailand Revenue Department within 60 days of incorporation.
- Company Bank Account – Once a company has been registered, a company bank account must be opened.
Public Limited Company
Public Limited Companies (PLC) in Thailand are able to offer their shares to the public if they have the required minimum amount of registered capital. The securities of the company can be listed on the Stock Exchange of Thailand. The requirements for a Public Company are as follows:
- A minimum of 15 shareholders and 5 directors (at least half of the directors must be Thai); and
- A minimum registered capital of $9.3 million to be listed on the SET.
To be listed on the Market for Alternative Investment a company must have a minimum paid up capital of $622,000.
A Limited Partnership in Thailand offers somewhat of a combination entity, in that it requires at least 1 limited partner and 1 general partner to be registered. In a Thai Limited Partnership, 100% ownership is permitted, however the Foreign Business Act restricts exclusively foreign owned companies across a number of industries. A Limited Partnership is deemed foreign if 50% or more of the shareholders are non-Thai nationals or if the managing director is foreign.
Board of Investment Company
In Thailand, 100% foreign ownership of a country is generally prohibited. An exception to this practice is the Board of Investment (BOI) Promoted company structure, which encourages foreign investment in Thailand. The BOI requires a minimum investment of THB 200 million (around $500,000), accompanied by evidence of job creation in Thailand.
Enterprises who wish to gain approval from the BOI are generally exempted from the requirement of obtaining a business license or if required to apply, their application is fast tracked. BOI’s are able to sponsor work permits for skilled foreign employees, as well as benefit from certain tax incentives.
A Memorandum of Association is also required and must contain the following information:
- Name of the company;
- Location of the company;
- Scope of business activities;
- Amount of registered capital;
- Names and basic information of shareholders; and
- Amount of shares issues and value of the shares.
Other Types of Entities
A Representative Office in Thailand can be fully foreign owned, however there are various restrictions placed on such entities. A representative office is not able to carry out any commercial activities and is instead restricted to:
- Conducting market research;
- Promotion of the parent company’s business activities; and
- Quality control of goods.
It is also required that the manager of the Representative office be Thai Citizen.
A Branch Office in Thailand can also be established by a foreign entity and can be fully foreign owned. A Branch Office can be established in Thailand for a project with a maximum period of up to 5 years. The license of a branch office may be renewed, however the required amount of working capital must be met. The requirements to open a Thai Branch Office are:
- A foreign business license (which can be renewed every 5 years);
- A minimum amount of $155,000 in Thai bank account for the purpose of covering expenses; and
- VAT registration number, taxpayer id number and commercial registration certificate.
Any income earned from Branch Office activities in Thailand, is subject to corporate income tax, however the company will not be taxed on any income earned outside of Thailand.
Regional Operating Office
Foreign companies are able to establish a Regional Headquarters in Thailand, which would serve to manage the subsidiaries of a group in Asia. The activities of a Regional Operating Office are limited, as they are not able to engage directly in commercial activities or earn an income. This kind of office is restricted to the following activities:
- Coordination of offices in the region;
- Consulting and management of subsidiaries in the region;
- Moderating finances;
- Marketing and promotion activities; and
- Research and development activities.
In order to establish a Regional Office, a foreign business license and investment promotion from the BOI must be obtained. Furthermore, the following requirements must be met:
- A minimum paid-up capital of $310,000; and
- Must provide services to at least 3 affiliated offices in different countries.
Important Factors to Consider
When deciding which company structure is most appropriate, it is important to outline the following factors that the authorities will take into consideration:
- Types of business activities being conducted;
- The size of the business and contribution toward local job creation; and
- The social and economic impact the business will have.
The Thailand government will consider these factors among other important requirements, such as the amount of working capital and the number of Thai employees.
Let INS Global Assist with Your Company Setup in Thailand
Our specialists have the knowledge and experience to help your enterprise determine the best possible business structure, that would allow your business to achieve your goals. Our extensive knowledge of the local regulations and processes, simplify the process of setting up a legal entity in Thailand.
Our comprehensive range of services extends beyond Company Setup, we provide recruitment, payroll and tax services, as well as invoicing in Thailand. For more information, get in touch with one of our consultants today and let us help simplify your global expansion.