Thailand is a promising land, a rapid growth and a key position in the ASEAN region makes it an opportunity for foreign investors. ATa Outsourcing is a one-stop solution, helping you for everything you may need when opening or operating a business in Thailand.
Setting a Business in Thailand
In Thailand, you can have a company that is BOI (Board of Investment) or a standard one where Thais have the majority of shares. Foreigners are allowed to have a maximum of 49% shares’ ownership.
In addition, businesses are always a complex process. In order to be competitive, companies must create a tailor-made solution that will benefit their core business. Our team will consider in-dept your business, processes, staffs, sector, customers and all the administrative aspect.
Our lawyers will assist you navigating Thai laws and regulations to start your company and get the best solution for you, whether it is a Thai Majority Company, a Thai Holding Company, a BOI company or another possibility.
ATa Outsourcing’s team can register your business in Thailand. Our team will assist you to open any of the following structure:
- BOI Company,
- Thai Limited Company,
- Export/Manufacturing Company,
- US Treaty of Amity Company.
- Representative Office
What is a Thai limited company?
In Thailand, the most common way to set up a company is by opening a Thai limited company. For a Thai limited company, your business activity does not matter. This form of company structure is very similar to the western corporations and easy to set up.
In this form of company, the capital is equally divided into shares. There is a separation between owners and management. In addition, each shareholder’s liability is limited to the amount unpaid on the shares held.
Why set up a Thai limited company?
Setting up a Thai limited company is easy and fast. Process can sometimes take only one day and only needs 3 shareholders. Thai government is encouraging business to set up a Thai limited company by easing the procedure.
How to set up a Thai limited company?
There are two types of Thai limited company: a Thai or a Foreign one. If the majority of ownership is Foreign one, then the owner foreigner will have to register for a foreign business license. For this reason, some foreigner will prefer to partner up with a Thai national to meet the criteria of the Thai company. If your company is majority owned by an American, your company can be certified by the US-Thai Treaty of Amity and be a Thai company.
5 steps are mandatory to open your company
1- Company Reservation,
Ensure your company name is not similar to ones that are already registered and make sure they are not part of the forbidden names. You must submit 3 different company names to the Department of Business Development (DBD).
2- Promoter and Shareholder meeting,
All the shareholders, promoters and directors have to meet to sign all together the memorandum of association of the Thai limited company. This MOA must be submitted along relevant documents to the Ministry of Commerce.
3- Company Registration
The company’s directors will have to submit the application to establish their company. The application needs to be submitted within 3 months of the date of the Statutory Meeting.
4- Tax registration
The business has to register for different taxes, depending on their activity. Business might have to register for the VAT (Value Added Tax) or the SBT (Specific Business Tax).
Our legal team has been assisting international and local customers to open their Thailand Limited Company. Contact us to get a reliable service at a cost-competitive price.
Foreigners must possess a Foreign Business License issued by Thai authorities to conduct a business. Licenses are multiple and one business might need several to ensure smooth operations.
Some types of business are not allowed for foreigners and are listed in the prohibited categories of Foreign Business Act. However, a Foreign Business License can be a way to access some business usually restricted for the foreigners.
Our team can fill the application for you to the Commercial Registration Department. Afterwards, the application will be reviewed by the Foreign Business Committee. They will judge if the business is beneficial for the Thai economy and Thailand in general.
A foreign business license application is a difficult and long process. Any foreigner seeking to apply for a business license should contact an experienced lawyer to increase chances of approval and avoid risks.
Activities and business categories of BOI companies are:
– Agriculture and Agricultural Products,
– Mining, ceramics and basic metals,
– Light industry
– Metal products, machinery, and transport equipment,
– Electronic industry and electronic appliances,
– Chemicals, paper, and plastics,
– Services and public utilities,
– Technology and innovation development.
Why set up a BOI company?
A BOI Company has many advantages:
– 100 % Foreign Ownership is permitted,
– Can issue work permit and visa for the worker and his family,
– 0 % Tax,
– Foreigners can own land.
BOI Companies are very easy to handle, less hurdles. Nonetheless, BOI Certification is adapted for large investors looking to establish in Thailand. Private legal team will assist you in finding the best solution to open your company and save you time and money. The procedure for BOI can be complicated and lengthy.
3 steps are mandatory to complete the BOI Registration:
– Feasibility Study,
– BOI application and interview at BOI Headquarters,
– BOI Approval and acceptance of terms,
– Registration of Thailand BOI Company, (Name Reservation, MOA Registration, Company Registration, Statutory Meeting, VAT and Tax Registration, FBL registration if needed)
After getting the BOI Certificate, companies should also proceed to:
– Get visa and work permit for directors and employees
– Reporting and Compliance to the BOI
– Accounting BOI requirements.
A representative office is a form of business organization for foreign companies who wants to establish their business in Thailand. Establishing a representative office is fast, easy and helps companies to analyze the market potential and opportunities. This form of business does not require a Foreign Business License to operate. However, a representative office is limited and one of the main limits is that the structure is not allowed to invoice in Thailand.
A representative office is limited to:
- Sourcing of goods or services in Thailand for the Head Office,
- Checking and controlling the quality and quantity of goods purchased or hired to manufacture in Thailand by the head office,
- Giving advice concerning goods of the head office sold to agents or consumers,
- Propagation of information concerning new goods or services of the head office,
- Report on business trends in Thailand to the head office.
A representative office has to meet the following criteria:
- Non-revenue generating activities,
- No authority to accept purchasing order to make offer for selling or to negotiate for carrying out of business with person or juristic person in the country in which it is established,
- All expenditures incurred by the representative office must be borne by the head office,
- It is not subject to corporate income tax, in accordance with revenue code except deposit interested of remitted funds from the head office has to pay tax.
An Amity Treaty Company is a company with American majority ownership. It can be a Thai limited company or a US registered corporation. The company has to be recognized as a company operating under the Amity Treaty by the Thailand Ministry of Commerce.
Different nationalities can be part of an Amity Treaty Company; however, the majority of shares has to be own by an American.
The Certificate of Business Operation will be issued by the Bureau of Foreign Business Administration, Department of Business Development of the Ministry of Commerce. In general, the process takes about one month. This specific treaty allows Americans to have access to ownership that is usually limited to Thai citizens, regarding the Foreign Business Act.
Our team can help you registering to a Thailand Amity Treaty Company. If you are a US citizen and want to open a company in Thailand, this can be one of the possibilities. Contact us to get more information.
The FDA is the Thai Food and Drug Administration and oversees the protection of the health and safety of the consumer. The FDA controls the quality and efficacy of the health products. If you want to import food, pharmaceuticals, food supplements, medical devices, narcotics, cosmetics or products for animal health, you will be required to apply for the FDA registration. Manufacturing all the previously mentioned products also requires a FDA registration.
Time for approval can vary and sometimes can be a long process. Our team can assist you in all the following process:
- Thailand Drug Registration
- Thailand Medical Devices Registration
- Thailand Cosmetics Registration
- Hazardous Substances Registration
- Thailand Food Registration
Our lawyers will collect all documentation and will complete the Thai FDA application. We will ensure a smooth process for you and a thorough application.
When running a company, you must follow the regulations set by the government. Corporate Secretarial ensure you are in compliance with all laws.
Our team will guide and assist you for all reporting. A corporate secretary acts as a lawyer and as an administrative advisor. All documents will be adapted to your business and following the Thai government’s rules and regulations.
Any company, regardless of the size needs to be compliant to ensure their business success. In addition, we will help you if you need to adjust following a change in the laws and requirements.
The Secretarial Services are available for:
- Drafting the minutes of the annual general shareholder’s meeting.
- Drafting minutes of the Extraordinary General Shareholder’s meeting.
- Registering a change in the company’s shareholding structure.
- Registering a change in the company’s board of directors.
- Registering a change in the company’s registered address.
- Registering a change in the company’s name and corporate seal.
- Registering a change in the company’s registered capital.
- Registering a change in the company’s business objectives.
In order to set up your company in Thailand, you may have to apply for a license or permit, depending on your business category. Some businesses are regulated by the government consequently the business will have to acquire a license. Regulated industries are: Tourism, Entertainment, Food and Beverages, Childcare and medical.
Applying for a license can be time-consuming and confusing. Our team will assist you to get all required license to run your business legally. If you wish to apply for a license, your company must be already registered with the Ministry of Commerce.
Some of the most commons licenses are as follow:
- Import / export License,
- FDA License,
- Restaurant License,
- Alcohol License,
- TAT Tourism License,
- Hotel License,
- Construction License,
- Factory License,
- E-Commerce License,
- Recruitment License.
A trademark is any symbol, word or combination used to represent or identify a product. A trademark will help a consumer identifying one product from another one. Customers can identify the brand from its competitors and judge of its quality. Therefore, it is essential to register your trademark to get legal protection against counterfeit products and avoid any harm to your company.
If you have a foreign trademark it will not protect your brand, therefore you have to apply for a Thai trademark. The process is time-consuming; however, your trademark will be protected from the day you submit it.
The owner of the trademark can apply at the Department of Intellectual Property. Your trademark must be distinctive, must not be similar to any mark already registered and not prohibited. After submitting the application, there will be a period of opposition, any party can contest your trademark. If your mark passes this period, you will be registered and be the owner of your trademark.
A trademark is protected for a period of 10 years from the date of submission. You can renew every 10 years; you must submit renewal 90 days before the expiration date.
Our team is able to assist you in doing a check of other trademarks to ensure no similar marks have already been registered. Once this background check has been done, our legal experts will proceed to register your trademark on your behalf.
If you want to close your Thai Limited company, our team can provide a cost-effective and fast service. Regardless of the reason of your liquidation, we will ensure all the steps are followed to close your company in a legal way.
Before starting legal procedures, the company must organize a shareholders’ meeting. 75% of the shareholders have to agree on closing down the company. The outcome of this meeting should be advertised in the local newspaper to notify creditors.
In order to close a Thai company, 2 steps are needed. The first step is dissolution and then the liquidation.
will be the official termination of the company’s existence. The company will need to apply for deregistration of VAT at the Revenue Department. An application must be filed at the Ministry of Commerce with the closing audit.
For a liquidation of a company,
you first need to proceed to an audit of your company. Our accountants will review assets and liabilities. In order to proceed further, the company will have to liquidate its assets, file tax returns and pay all taxes as well as paying salaries and severance.
The latest step will be to register the liquidation with the Department of Business Development and complete the process.
Our lawyers and accountants can take care of the dissolution and liquidation at once, saving you time and making the process easier. Contact us today for more information.