Setting up a 100% foreign-owned company in Thailand. What are the options?

When it comes to investing, Thailand ranks as one of the more favorable options for business establishment in South East Asia, tax rates have decreased allowing Thailand to compete with the likes of Hong Kong and Singapore. The tax rate combined with excellent living conditions are common reasons for companies to establish their regional headquarters in Thailand.

There are a multitude of ways in which a company may establish an entity in Thailand and the type you choose will be determined by your specific needs. The most common are;

• Representative Office
• Branch Office
• Board of Investment (BOI)
• Treaty of Amity (US citizens)

Representative offices allow for companies to have a presence in Thailand without a sales function. The branch office is allowed to fully operate in Thailand with a sales function. The treaty of Amity Company allows for 100 percent ownership and operates similar to a Thai limited company. Finally the BOI offers a number of incentives for companies to establish their operations in Thailand and is geared towards manufacturing, technology, biotech and industries on the cutting edge of science, technology etc. 

Representative Office

The representative office is an office where administrative activities are carried out it takes six weeks to establish a representative office.

Activities that can be carried out in a Representative office include:

• A representative can gather information about marketing for the company. They can get information about new products, services and prices of goods.

• The representative office allows for companies to maintain a presence in Thailand for inspections, product research etc.

• The representative office can function as a bridge between interested customers and the head office.

• They can search and provide a source of raw materials in Thailand for use by the head office.

• The representative office also plays a pivotal role in quality control as they can cross-check products to ascertain whether standards are being maintained.

Activities which cannot be carried out by Representative Offices

• The representative office does not carry out buying and selling of any kind. They can’t make payments, receive payments, or execute orders.

• Maintenance or installation services for products manufactured by the company.

• They are solely focused on their products; hence; they don’t offer advice or information about goods produced by other companies.

• They are not allowed to enter negotiations or contract terms with any organization on behalf of the head office.

Points to note:

• Failure to adhere to the aforementioned prohibition can lead to various penalties. Representative offices that buy, sell, and carry out negotiations for the head office will be made to pay tax on all the revenue generated because they will be regarded as a business venture.

• The representative office does not carry out commercial activities; hence; there is no need for a foreign business license. According to Thai law, the head office should send a stipulated amount of money to Thailand. The money constitutes the capital for the treasury base of the representative office.

Branch Office

Foreign companies that wish to expand to Thailand can do so by establishing a branch office. The branch office can carry out commercial activities such as buying and selling. The procedure can take between 2-4 months. The mode of operation is similar to that of Thai Limited company without the ownership requirements.

• The head office must first apply for a foreign business license and must stipulate how their business will be beneficial to Thailand.

• Just like in the representative office, the Branch office must show a minimum of investment into Thailand. (3 million baht)

• They are not exempted from tax payment. The branch office must pay corporate tax for income earned.

• The least amount that can be invested should not be lower than 3 million baht.

Branch offices do not require directors or shareholders as they are wholly owned by the head office. .

Board of Investment

The Board of investment (BOI) is an essential platform for offering tax benefits to individuals. Through the BOI, expatriates can enjoy tax breaks, lower tax payments and other key benefits. The prerequisite for qualification for BOI is simple. Registration in a Thai limited company is the leeway for BOI application process. The application process is technical and requires the services of trained and highly qualified Lawyers and accountants.

Application for BOI

The application for BOI requires a number of documents which must be submitted at the time of registration.

Documents required are:

• The certificate of business registration. The submitted copy should be current and should not be older than 6 months.

• A report indicating all the shareholders in the company, the shares as well as shareholding report.
• The financial statements and reports indicating the financial standing of the company.

• The company must indicate the names of authorized signatures to the power of attorney.

• Copies of the passport or identity cards

• The total number of future employees

• Financial forecasts and projections.

• It is imperative to present a report showing the impacts of the company activities on the environment if manufacturing is part of the application.

• Once the documents are tendered and the application made, the BOI will meet with the owners of the company and seek to find out more information. The company will have to show evidence of a minimum capital. It is required for all companies to show at least 1 million baht as capital investment. The minimum capital is exclusive of working expenses, cost of assets such as land or working capital. The debt rate is also checked. In this case, it is mandatory for the debt to equity ratio to be a minimum of 3 to 1.

The BOI ensures that only eligible activities are carried out and as such are qualified for market and promotion in the following areas:

• Agro-industry and agricultural products
• Bio-technology
• Minerals, ceramics and basic metals
• Light industry
• Metal products
• Machinery and transport equipment
• Electronic and electrical appliances
• Chemicals, plastics, paper
• Service and public utilities
• Technology and innovation development
• Creative product design and development centers
• Electronic design
• Software
• Cloud services
• Research and development
• Biotechnology
• Engineering design
• Bio and Medical Industries
• Creative and Digital Industries

Some places in Thailand such as Tak, Mukdahan, Sa Kaeo, Songkhla, Trat, Nong Khai, Narathiwat, Chiang Rai, Nakhon Phanom, and Kanchanaburi. are specially set aside for economic activities. These zones are known as Special Economic Zones (SEZs).

According to Section 26 of the Investment Promotion Act, companies with BOI approval are allowed to employ foreign expatriates.

Amity Treaty

Amity Treaty is a provision which allows US citizens to own and operate companies in Thailand. With this act, US citizens have the right to carry out economic activities with little or no restrictions. United states and Thailand on May 29, 1966 signed a treaty which allows US companies and US citizens to own companies, establish branches and own majority of shares in the company. In this case, the US citizens are not affected by the Alien Business decree of 1972 which restricts foreign businesses from carrying out some activities.

Highlighted below are some of the restrictions on Amity companies:

• US companies with Amity approval may not be allowed to own land, landed properties or natural resources.

• They are not allowed to engage in buying and selling of Thai local agricultural products.

• They may be exempted from depository banking activities, transportation businesses as well as fiduciary functions.

Highlighted below are some of the actions/activities that every Amity company must do

Applicants who wish to register for Amity treaty must adhere to the following;

If the company is owned by one person (sole proprietorship), the Applicant must be a US citizen by birth or by naturalization.

For sole partnership, joint partnership or limited venture, majority of the shareholders must be US citizens and they must be involved in management activities.

You must make an appointment with the US embassy to get a notarized copy of your passport to submit with your amity registration documents.