Starting a business in Thailand

To open a business in Thailand, you will need to arm yourself with proper knowledge of the local laws, patience and an open mind. It's also advisable if you have an experienced fellow expat or a lawyer to guide you through the proceedings.

Things to consider before setting up a business in Thailand

There is a lot of potential to start up a successful business in Thailand if you have a strong business plan and ample funds. Working knowledge of the Thai language will also help you a great deal. As a consumerist society that is following the lead of China's growth, there is a growing middle class in Thailand with cash to spend, and consequent opportunities for expatriate entrepreneurs.

However, if you are looking to start your own business in Thailand, it is essential to be patient, open-minded and respectful of Thai culture and laws. There are strict penalties if you do not adhere to restrictions or procedures, which could result in a prison sentence and/or a substantial fine.

It is also important to consider where you want to start your business as the costs in Bangkok - especially to rent a space in a prime location - will be higher than in the rest of the country. However, depending on your business, it is also where you can potentially make the most money. Do thorough research beforehand and consider attending networking events and meet-up groups to connect with other people who can help you. It is also advisable to have a realistic exit plan in case things don't turn out exactly how you would wish them to.

Starting a business in Thailand: the legalities

Foreign businesses in Thailand are regulated under The Foreign Business Act of 1999. The Act describes a range of businesses as well as commercial and industrial activities that foreign companies can not get engaged in. These activities are divided into 3 “lists”.

List 1 includes activities that foreign businesses can not perform:

• Publishing (newspapers) and TV and radio broadcasting
• Rice farming and livestock rearing
• Forestry and wood processing
• Extraction of Thai medicinal herbs
• Trading and auctioning of Thai antiques
• Trading in land

List 2 has several sub-groups.

The first group includes the areas of business that are classified as “concerning national security or safety” where foreign businesses can not be involved (unless they have obtained approval from the government):

• Manufacturing of firearms, ammunition, gunpowder and explosives
• Manufacturing of ships, aircraft and military vehicles
• Manufacturing of other forms of land, water and air transportation

The second group includes industries related to arts and culture, customs, native manufacturing and handicrafts. These include:

• Antique trading
• Wood carving
• Silk manufacturing
• Manufacturing of Thai musical instruments
• Manufacturing of gold-ware, silverware, nielloware, bronzeware and lacquerware.
• Making of bowls or earthenware

The third group includes areas related to the exploitation of natural resources or the environment. These include:

• Making of cane sugar
• Salt farming
• Timber processing
• And more

List 3 refers to businesses where foreign companies are not allowed to compete with local companies:

• Flour production
• Fishery and aquatic creature breeding
• Forestry
• Legal services
• Engineering
• Architecture
• And more

To learn more about restricted industries on the Thailand Board of Investment website.

Note that a foreign company in Thailand is:

• a foreign registered company
• a company where half or more of the capital is owned by a foreigner
• a Thai registered company where the majority is foreign-owned

Important:

Note that non-compliance with the restrictions above can result in a hefty fine (up to THB 1,000 000) and even a jail term (up to three years).

Can a foreigner own a company in Thailand?

Starting a company that is in 100% foreign ownership is a possible yet time-consuming and complicated task.

There are three ways in which you to obtain full company ownership:

Obtain a foreign business license

To work in Thailand, you need to obtain a work permit. To start a company with 100% foreign ownership, you will be to get a Foreign Business License.

To obtain a Foreign Business License, you will need to file an application. With the Business Department and have it reviewed by the Foreign Business Committee. The success of your application depends on a variety of factors, and decisions are made on a case-by-case basis.

Apply via Board of Investment (BOI) Promotion

Another way to start a company with full foreign ownership is to get approved by the Thailand Board of Investment (BOI). BOI is a sector of the Thai government that promotes the development of startups in areas with a poor economic situation.

Learn more about this option on the Thailand Board of Investment official website.

For US citizens only: register your company via the Treaty of Amity

If you are a US citizen, there is yet another option for registering a company in your full ownership.

You can use the Thai-US Treaty of Amity and Economic Relations that lets American companies keep majority shareholding in a company in Thailand.

In all other cases, you will need to have a Thai partner who will be the majority shareholder in the company — for instance, you will own 49% of company shares while your Thai partner will own 51%.

Registering a Thai majority coolant is much simpler than registering a company in full foreign ownership. Additionally, a Thai-owned company will have access to activities that a foreign-owned company wouldn't have access to — like purchasing land.

Important:

When researching the process of registering a company in Thailand, you may come across the term “nominee shareholder”. This term is used to describe someone who acts as a shareholder in the company (when you need to have a Thai business partner) but doesn't have any actual interest or stake in the business.

While having a nominee shareholder may seem like an easy solution to opening a company in Thailand — but it's not a good idea.

Note that under Thailand's Foreign Business ACT 1999, the practice of having a nominee shareholder is illegal and may result in heavy fines or imprisonment.

Read also Work visa in Thailand

Types of companies in Thailand

There are three main company types you can open as a foreigner in Thailand:

• Limited partnership
• Representative office/regional branch/branch office
• And limited company

Partnership

The concept of partnership in Thailand is not far enough different from that of Western countries. In Thailand, there are three types of business structures for partnership: 1) unregistered ordinary partnership ' partners are both liable for all responsibilities of partnership 2) registered ordinary partnership ' if the partnership becomes a legal entity, it creates a separate and distinct unit from both parties 3) limited partnership ' individuality of partners is restricted to the amount of capital they have contributed only.

Representative office and regional office

Both representatives and the regional office are not allowed to earn income in Thailand. Their operations are limited to non-trading activities.

For instance, a representative office is limited to the following:

• Reporting on business operations
• Offering advice on products and services offered to customers and distributors
• Sourcing goods and services
• Providing information o new goods and services
• Inspecting goods and services
• And so on.

A regional office operates a business in Thailand on behalf of the head office in another country. A regional's office activities are limited to the following:

• Communication and direction on behalf of the head office
• Operation of local branches
• Offering consulting and management services (including financial management)
• Product development and marketing
• Personnel training
• R&D
• And so on

Branch office

The main difference between representative and regional offices and branch offices is that branch offices are not limited to performing non-trading activities. Branch offices can earn income in Thailand.

Limited companies

There are two types of limited companies in Thailand:

Privately held companies are governed by Civil and Commercial code, which are the same as western corporations. They as are formed through a process that leads to the registration of Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws).

Public companies governed by the Public Company Act, which are subjected to comply with the prospectus, approval, and other requirements, offer shares, debentures and warrants to the public and may apply to have their securities listed on the Stock Exchange of Thailand (SET).

Good to know:

Thai limited companies are the basic Thai corporate structure and must follow strict financial requirements. Annual financial statements must be certified by an auditor, approved by the shareholders, and filed with the Commercial Registration Department and the Revenue Department. Small limited companies may be exempt from this requirement.

How to set up a business in Thailand?

The Thailand Board of Investment provides details in English as to how to set up a company.

Procedures include the the following:

• reserving a corporate name
• filing a Memorandum of Association
• convening a statutory meeting
• registering the company within three months of this statutory meeting
• and, finally, registering for tax documents and an employer account under the Social Security Act.

Note the minimum capital requirement for opening a limited Thai majority shareholder company is currently set at THB two million.

Be aware that several administrative procedures leading to the creation of your company come with fees.

Important:

Thailand also has strict labour regulations that you must adhere to once your business has been established, and the majority of your workforce must be Thai.

Useful links:

Siam Legal - Requirements for opening a company in Thailand
Thai Embassy - Business Types
Thai Embassy - Business forming

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