Starting a business in Thailand can be a daunting prospect, but get it right and it can be a lucrative one. There's an abundance of opportunity in the industrial and service sectors, and in import and export.
Thailand is the second-largest economy in Southeast Asia after Indonesia, and recognized by the World Bank as “one of the great development success stories” in social and development indicators.
But before you even consider this journey, you need to arm yourself with the basics of Thai business law and regulation.
There's a ton of incorrect information out there online, and indeed to be heard next to a mumbling expat at 2am on a barstool in a back alley of Bangkok.
So here it is. Everything you need to know in one handy post, broken down in to 12 helpful sections.
Get a coffee; you'll need it!
1. What law governs setting up a business in Thailand?
Foreign business in Thailand is governed by the The Foreign Business Act of 1999, set up by the recently deceased His Majesty King Bhumibol Adulyadej.
It is extremely important to know the penalties should you not adhere to the restrictions imposed. Non-compliance could result in a three year prison term and/or a fine of between 100,000b -1,000,000 Baht (£2.277 – £22.778) at today’s exchange rates.
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:
- Newspaper publishing, radio or television broadcasting
- Rice farming, arable farming or orchard farming
- Rearing livestock
- Forestry and the processing of wood from forests (naturally grown)
- Fishery, only in relation to marine life in Thai waters and the specific economic zone
- Extraction of Thai medicinal herbs
- Trading and auctioning of Thai antiques or antiques which are of historical value to the country
- Manufacture or casting of Buddha images and alms bowls
- Trading in land
You can read the full act here.
2. What different types of company can I start in Thailand?
Foreigners can choose from the following types of company:
- Registered Ordinary OR Limited Partnership.
- Representative Office, Regional Office or a Branch Office.
- Limited Company.
Limited Partnership
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.
Representative Office
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
Regional Office
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.
Branch Office
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.
Limited Company
Here, 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.
3. What is a Nominee Shareholder & a Majority Shareholder?
When setting up a company in Thailand is discussed, the term “Nominee Shareholder” often comes into the conversation. In Thailand a nominee shareholder is a shareholder ‘in name only’, thus does not have any substantial financial stake or interest in the proposed company.
Under Thailand’s Foreign Business ACT 1999, and also Thailand’s Land Act, the practice of having a nominee shareholder is illegal, punished by way of substantial fines or imprisonment.
So, in short; avoid setting up a company in the name of your partner or someone you've only met a handful of times in a bid to quickly get started – this may come back to bite you.
However, foreigners are allowed to control the company as a minority shareholder and are allowed to be appointed as the managing director of the company
In this respect, a foreigner can choose to form a Thai majority company whereby the Thai partner(s) will have a 51% stake in the company, and the foreign associate 49%.
4. How would I benefit from having less of a stake than my Thai counterpart(s)?
Simply put, a Thai majority company, as opposed to a registered foreign company, requires less capital and paperwork to setup and maintain. Another benefit from having Thai partners is that a Thai majority company is able to purchase land, should the need arise.
Buying property while in a Thai partnership, as a foreign investor, is a fairly common practice in Thailand. Should you choose this route, maintaining regular compliance of the company would be paramount.
Thai law requires balance sheets to be filed yearly and a company address must be maintained. Also bear in mind that if a company is not earning an income, it faces being de-listed by the authorities.
5. Given the fact I would be a minority shareholder, would I face being overruled by my associate(s)?
Under certain circumstances, the use of preferential voting rights and the requirement of a super majority of shares to votes may alter voting rights in favour of minority shareholders.
However, it is common practice for lawyers to create companies for foreigners whereby the “assigned” Thai majority shareholders have no interest in the company.
Even so, since the income of a limited company is normally disbursed through expenses, such as salaries and rent, there is no equity for them to claim in the rare event that a coup was to take place.
6. Do I ‘have’ to have capital to register a Thai company?
As it currently stands, the minimum capital requirement for a Thai majority shareholder company (limited) is 2 million Baht, with a government set up fee of roughly 7,000 Baht.
If you have a Thai spouse, this requirement is reduced to 1 million Baht.
On the other hand, if the business is required to obtain a Foreign Business License under FBA, the minimum capital requirement must be THB 3 million for each business activity.
7. Can I own/buy assets as part of a company?
Prior to 1997, it was not possible for a foreign national to buy property or assets in Thailand. These laws have now thankfully been relaxed.
A popular method is to be in partnership with a Thai national, in a Thai majority limited company.
An agreement would then be put in place that would result in the Thai entity handing over complete power of attorney to the foreign partner, which would then provide them with the power to purchase assets.
The owners of the joint venture would then be required to complete a tax return and pay administrative fees and tax each year.
However, as mentioned earlier in this document, using nominee shareholders and creating joint ventures for the sole purpose of owning property is illegal and highly punishable under Thai law.
Acquiring a 30-year lease on a property (which is extendable to 60 years once obtained) is another route you can go down. You don't need a business to do this though. For example, your partner could lease you land for 30 years to build a house on.
8. Is it possible to own 100% of a Thai company?
The long-standing rumour that a foreigner can't own 100% of a Thai company still permeates the pavements of Thailand. But it is false; though some of the methods are time-consuming and the outcomes may be un-predictable.
There are three ways to achieve 100% ownership:
1. Obtain a Foreign Business License
A Foreign Business License can be loosely understood as a Work Permit for companies. Just as foreigners in Thailand can only engage in certain occupations and are required to have a Work Permit to be able to work, foreign companies can also operate merely in the selected categories and need an FBL.
This way, the Thai government can control the influx of foreign businesses into the country and thus protect Thai nationals and their interests
2. Board of Investment (BOI) Promotion
The Thailand Board of Investment (BOI) is a division of Thai government that promotes business start-ups and projects in areas that are deemed desirable for the economic outlook of Thailand.
One example of a success story set up under the BOI is the App Development & Marketing Company Appsynth. 100% foreign owned, the business went from 1-40 employees in 5 years, and has won multiple regional awards for its services.
All you need to know about the BOI can be found here.
3. Registration through the Treaty of Amity (for US citizens only)
Thai-US Treaty of Amity and Economic Relations is a special agreement between the USA and the Thai Kingdom that allows American companies or entrepreneurs to maintain a majority of shareholding or full ownership of a company in Thailand.
It's actually pretty cool, and darn unfair for the rest of us.
You can read about the full requirements here.
9. What visa would I require to start the process of starting a Thai company?
To enter Thailand with the purpose of doing business, you will require a non-immigrant ‘B’ (business visa). This makes you legally eligible to conduct business activities in Thailand, and that includes prospecting to set up a company.
You can apply for this particular visa at a Royal Thai Embassy or consulate in your home country. The visa fee is 2,000 Baht for single-entry with three-month validity and 5,000B for multiple entries with one-year validity.
10. Can I hire foreigners to work in my company?
Eligibility boils down to registered capital, as mentioned above. Two million Baht will enable you to employ a foreign national, and a further 2 million Baht per person is required up to a maximum of 10 people.
Also note that the company may hire 1 foreign worker for every 5 million Baht paid in tax.
11. Am I able to open a Thai bank account?
If your company is small, then the bank may not give you a checking account when you first open your company account. You may get only a savings account, whereby you can only withdraw cash. Note that you won't get an ATM card with a company account.
You must go, or send someone, to the bank with a withdrawal slip, with the authorized signature (e.g., yours) and stamped with your company stamp. The bank will write up individual bank cheques upon request. You will pay your clients in cash, or else transfer/deposit funds into their account at the bank.
Bear in mind that loans from local banks are not easily obtained. Getting a loan from your bank overseas may be easier, even though you will be transferring the money to Thailand.
If you want a personal account with an ATM card, check out this post for the full lowdown.
12. What about tax? What will I pay?
Corporate Income Tax
Corporate Income Tax (CIT) is a direct tax levied on a juristic company or partnership carrying on business in Thailand, or not carrying on business in Thailand but deriving certain types of income from Thailand.
- Tax will be withheld on interest paid to associations or foundations at the rate of 10%.
- Royalties paid to associations or foundations are subject to 10% withholding tax.
- Government agencies are required to withhold tax at the rate of 1% on all types of income paid to companies.
Get the full rundown on corporate tax rules here.
For personal income tax information, go here.
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I hope this post has helped you understand what setting up a Thai company entails. But let me just finish by making something very clear:
Succeeding in business in Thailand is no walk in the park. Sure, business costs are lower, but with that comes red tape – in business, banking and legalities. And then there's the cultural boundaries of dealing with suppliers and employees.
That said, there are thousands of foreign companies thriving in Thailand. And they all have one thing in common: They do things above board. They take time to learn the language, the culture, and pay that bit extra for the best legal advice.
Be sensible. And be lucky.
More Tips for Success in Thailand
Send Money to Thailand:
+ Use Wise. It is fast, cheap, and gives you the market exchange rate. Most TTL readers use it.
Improve Your Thai Skills:
+ Learning Thai makes life here easier and more fun. I use Thaipod101. It is free to get started & easy to use.
Protect Your Online Privacy:
+ A VPN protects you against hackers & government snooping. I always use one. Read why here.
Last Updated on
Shon says
Dec 07, 2017 at 7:22 am
Gavin says
My question is regards to rules in a Limited Company regards the Thai partner who is the Managing Director and a foreign director. We have recently set up such a company and I'm wondering, as the Director, if you can shed any experienced light on the potential pitfalls to normal operating to watch out for with a Thai partner in that role? Also, if for example, the Managing Director becomes an obstacle to conducting business for one reason or another can he/she be removed (easily) and replaced with a new Managing Director.
Nov 27, 2017 at 12:26 pm
TheThailandLife says
Nov 27, 2017 at 6:22 pm
Marco Reynoso says
Im planning to start a foodtruck in Phuket selling peruvian food. i have a thai gf that would be the 51%.and me and my friend from Peru 49% . Found out we have to show a million bath. Plus since im not married would be 2 000 000bath and that must be shown in a thai account? or can we have it in different accounts? from our country. And also this funds are just to be shown right?. Aside of my investment ?
thanks alot man
Nov 27, 2017 at 6:54 am
TheThailandLife says
Nov 27, 2017 at 6:26 pm
Steve says
Does any one know the least expensive way that a foreigner can be self- employed in Thailand and open a small restaurant with liquor and a band (i.e., to waive or reduce the Registered Capital required with or without marriage to a Thai national)?
Steve
Dec 04, 2017 at 2:26 pm
dnack says
Thanks in advance for all the great infos here.
I am from Malaysia. I already have a company in my country. I want to extend my service from my country to Thailand.
In my country, we provide directory listing service via webpages and mobile apps. For example, the web and mobile apps will list the nearby cosmetic clinic based on customer requirement eg. dental, plastic surgery. To minimise cost, most operation will still be in my country.
1. What kind of company do i need to register?
2. Can it be 100% foreign own
3. What type of tax structure
4. I cannot afford too many employee or only part timers during marketing events
5. Will there be more benefit if my customers (clinics) paying their subscription via E-commence payment gateway like Paypal or credit card and totally avoid opening a bank account in Thailand?
Nov 25, 2017 at 11:20 am
Nikunj thakkar says
I am currently in india and the lawyer has requested me to have a valid visa for myself as well as my mother in order to proceed further. However I have been told that the third shareholder which in this case is my mother with a holding only of 10% need not have a valid visa or come to Bangkok. It's just me who would own 39% and the Thai partner 51% need to be there. Could you please advise what's the reality here?
Much appreciate your help
Nov 22, 2017 at 11:09 am
Bom says
First of all, thanks for providing such information! It was lots of good information...
In my case, I am planning to open a sort of franchised tea shop with a Thai partner.
Since we are pretty new in doing business, we wanted to start small. However, I am also married to a Thai national and already have a working permit from another company for which I am currently working.
My question, is it possible for me to open a business on the side with a Thai partner (or with my wife) knowing that I already work for another company? I am not planning to quit my job for now, but I want to slowly get my own business at the same time and if successful why not quit my current job in the future.
Any comments on any constraints of doing?
Thanks for your time!
Nov 06, 2017 at 3:04 pm
TheThailandLife says
Nov 06, 2017 at 5:01 pm
Bom says
Hopefully I get the written approval from my employer and my contract doesn't forbid me to have a second job.
Thank you for your answers! Cheers!
Bom
Dec 04, 2017 at 11:18 am
Mike says
1 - In a company registered with a Thai partner (Thai majority shareholder company (limited) ) the capital requirement is 1 million baht. And a government fee of 7,000 baht. How much of the 1 million baht has to be in Thailand at the start? How / where do you show the money? What's the time frame for capitalizing the entire amount? Is the 7,000 baht a straight out govt fee? can it be used to make up the 1 million baht?
2 - What is a typical compensation, if any, for engaging a Thai business partner where the Thai partner's real role is to meet the minimum requirements for the setup of the business? An upfront paid amount for signing the documents? Or all incentive is in a salary and or the split of profits from the business?
Nov 04, 2017 at 1:04 pm
TheThailandLife says
Nov 10, 2017 at 6:58 pm
Narga says
Request you to let me know the various options.
Thanks
Nov 02, 2017 at 3:06 pm
TheThailandLife says
Nov 02, 2017 at 4:11 pm
Martin says
I am currently staying in Thailand on a 6 month tourist visa sharing a condo with my GF. We have been a couple for close to 2 years and are talking about marriage. I am currently looking for a job in Bangkok, but for quite some time my fiancé and I have talked about opening in a small cafe/tea-house in one of the university areas. We are currently doing a lot of research, visiting different areas, talking to locals, drawing up interior design ideas and so forth..
I have about 830.000 thousand baht to spend.. the rest is tied up in my house back in Europe.
Basically I want to register a business in her name, but at the same time I am wary about putting all my savings into something I do not own at least a part of myself.
Are there no way to register this business in a way that shows that I am actually investing in this business and a partial owner of 49 %.
It seems like I must have a million Baht to register such a company.. are there no way around this?
Also: I realize that without a work permit, I am not allowed to help out starting up this business (doing painting, redecorating, etc..) - in fact, on my current VISA I guess technically I am not even allowed to entertain business start-up plans...
However: should I get a work-permit and correct VISA being hired as an employee by a Thai company, would this grant me the right to help my fiancé starting her business when I am off work?
Any information would be greatly appreciated.
Oct 06, 2017 at 3:57 pm
TheThailandLife says
Oct 06, 2017 at 4:37 pm
Terry says
Sep 30, 2017 at 12:29 pm
TheThailandLife says
Oct 01, 2017 at 3:24 am
TheThailandLife says
Oct 01, 2017 at 3:25 am