Integrity Legal

Posts Tagged ‘Thailand company registration’

19th August 2018

It recently came to this blogger’s attention that the Department of Special Investigations in Thailand have undertaken a raid on various offices of those reportedly engaged in the maintenance of corporate structures utilized for the sole purpose of allowing foreigners to enjoy use of Thai real estate. The text of the announcement from DSI was originally published in Thai. We have undertaken a translation of the announcement in order to provide clarity for what could be considered an important issue for expats in Thailand. The translation is below:

DSI in collaboration with the Institute of Communication Science and the Board of Investment are currently investigating a group of Law Offices in the Phuket, Suratthani and Bangkok area that seem engaged in ‘camouflaged’ corporate structures acting as nominees on behalf of foreign shareholders.

As per government policy to actively pursue foreign investors using Thai nominee companies to own land in order to protect the nation’s interests.  On the 15th of August 2018, Police Colonel Paisit Wongsmuang, the head of DSI; and Police Major Suriya Singhokmol, his second in command; in collaboration with The Institute of Communication Science and the Board of Investment obtained a warrant to search 4 offices as follows:

  1. The first team led by Piya Watnawarangul (special agent investigating civil embezzlement) searched the premises of the Office’s Phuket Branch located at 393/4-5 Moo 1 Soi Bantao 1 Srisuntorn Rd., Chengtalay Subdistrict Thalang District, Phuket.  The premises appeared to be the work place of the Thai Nominees and a suspected location for falsifying documents for the purpose of camouflaging nominee activities.
  2. The second team led by Worapoj Maihom, searched the premises of the Office’s accounting branch located at 123/9 Moo 5 Chengtalay Subdistrict Thlang District, Phuket.  The office appeared to provide accounting services for the Nominee companies.
  3. The third team led by Jakrapop Klinhom searched the premises of the firm’s Samui branch office located at 17/10 Moo 1 Taweeratpakdee Borpud Sub district, Koh Samu District, Suratthani .  The premises were apparently the work place of the Thai Nominees and a suspected location for falsifying documents for the purpose of camouflaging nominee activities.
  4. The fourth team led by Mr. Taweewat Surasit, searched the premises of the Bangkok Branch located at Rajanakarn Building, 3 Floor AA Sathorn Rd, Yannawa Subdistrict, Sathorn District Bangkok, and the work place of the Foreign Managing Directors.

The search yielded copies of documentation, computer data and hardware that will be used as evidence in court proceedings.

Additional information found at each premises showed that the foreign investors seemingly purchased over 80 plots of real estate, consisting of land, vacation homes and houses.

Sources also reveal that the firms seem engaged in nominee activities that allow a large number of foreign investors to buy and sell land in Southern Thailand such as Surat Thani, Pangna, Phuket and Krabi with such activities grossing over 2 billion baht per year.

The investigation has found that the group has used Thai employees to incorporate Thai companies.  These Thai Corporate Entities in turn are used to hold shares in other companies for the purpose of allowing foreign investors to buy land.  These activities are in violation of the foreign business act (1999).  Using Nominees to hold land on behalf of foreign persons or entities has a negative impact on national interests and the real estate industry.  DSI will continue to actively pursue and shutdown such activities.

Please note that the above translation should not be viewed as a definitive interpretation of the underlying announcement and is solely for informational purposes. It should also be noted that the matter has yet to be fully settled via adjudication and the final outcome of the case remains to be seen.

The reader of this posting should note that Thai authorities are becoming increasingly efficient and sophisticated in their law enforcement endeavors. This is clear from the increasing number of immigration raids and the heightened scrutiny of officers throughout the Thai civil bureaucracy on issues ranging from revenue assessment to traffic ordinances. Clearly, it is a time to be mindful not only of the formalities inherent in the letter of relevant laws, but the policy considerations which embody the spirit of those laws as well.

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26th June 2017

It recently came to this blogger’s attention that there are new penalties associated with violation of the laws and rules regarding foreign nationals working in Thailand as set forth by the Thai Ministry of Labor. Specifically on June 22 of 2017 an Emergency Decree was promulgated stipulating some new rules and new penalties associated with both new and old regulations. Please see below for a distilled translated summary of the important points noted in this recent decree:

  1. Should an employer employ a foreign national to work in a position specifically restricted to Thai nationals, such employer shall be fined between 400,000 and 800,000 Baht per employed foreign national.
  2. Should an employer allow a foreign national to work outside the scope of the employment specifically noted in the work permit they shall be fined no more than 400,000 Baht for each employed foreign national.
  3. Should a foreign national work without first obtaining a work permit or work in a position specifically restricted to Thai nationals, they may be subject to imprisonment of no more than five years and/or fined between 2,000-100,000 Baht, or both.
  4. Should a foreign national work on a matter which is deemed immediate and important and do so without acknowledgment of a Labour Ministry officer by receiving form WP-10, they may be fined not more than 100,000 Baht.
  5. Should a foreign national work outside the scope of the job description set forth in the work permit, they may imprisoned not more than 6 months and/or fined not more than 100,000 Baht, or both.
  6. If an individual, through deceptive means, explicitly or implicitly advertises that they are able to bring a foreign national to work in Thailand in a dmestic capacity without a work permit, they may be imprisoned 3-10 years and/or fined 600,000-1,000,000 Baht, or both.
  7. Anyone found operating as a foreign job placement agency without a proper license shall be subject to possible imprisonment for 1-3 years and/or fines ebtween 200,000-600,000 Baht, or both.
  8. There appears to be a deposit/pre-authorization requirement being imposed by this decree, but the implications of this section are somewhat unclear. We will update this posting or post again to provide clarification on this point if necessary.

It should be noted that the above summary and translation is for informational purposes only and should be viewed as neither exhaustive nor as a substitute for fully analyzed legal research and translation. Those interested in delving further into this topic are urged to view the full decree in its entirety by following this link provided by the official wesbite of the Royal Thai Gazette.

As has been noted, in recent weeks and months there has been increased scrutiny from the Royal Thai Immigration Police with respect to Thai business visa applicants in the form of surprise inspections. This recent announcement regarding heightened penalties associated with imporperly obtained Thai work permits leads this blogger to infer that heightened scrutiny and possible inspections could be imposed upon foreign nationals working in Thailand in the relatively near future.

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20th September 2015

In a recent article in the Bangkok Post it was reported that the current government in Thailand is taking measures to foster growth for small to medium sized enterprises (SMEs) in Thailand. It would appear that the present government is eager to provide encouragement for small and medium sized businesses in Thailand. Furthermore it seems as though Thai officials are attempting to position the country as a location of choice for small business start-ups within the greater framework of the Association of Southeast Asian Nations (ASEAN) and the ASEAN Economic Community (AEC). However, of particular interest to this blogger was the mention of possible rule changes with regard to Thai corporate regulations pertaining to Thai Company registration and the shareholdings thereof. To quote the aforementioned article directly:

Mr Pongpun said the authorities were improving regulations on the incorporation of private companies to allow the incorporation of a juristic person registered by only one person.

At present, corporations (also referred to as juristic persons) in Thailand must have a minimum of three (3) shareholders in order to incorporate under Thai law. It should be noted that prior to an amendment to Thai corporate law at approximately the turn of the century it was required that all companies registered in Thailand have a minimum of 7 shareholders in order to incorporate pursuant to Thai law. Many at the time felt that the 7 shareholders requirement was too cumbersome and for that reason the statutorily required number of shareholders was reduced to 3. Since then, there have been those who have noted their belief that allowing Thai corporate structures with only one shareholder would bring Thai corporate law more in line with similar bodies of law globally. For example, in many American jurisdictions Limited Liability Companies or LLCs are only required to have one member/shareholder, while similar Limited Company (Ltd.) structures are allowed in Britain and the Commonwealth nations and many European jurisdictions allow for similar corporate structures as well.

It remains to be seen whether Thai corporate law will be amended to allow for single shareholder corporations in Thailand. It is a good sign that such structures are being considered by Thai officials especially since such structures would be especially beneficial to small business owners in Thailand. Of special note to American readers, pursuant to the provisions of the US-Thai Treaty of Amity it is possible for American Citizens to own 100% of an Amity company registered in Thailand. Should the aforementioned changes take place it could result in Americans being able to own their small business singularly without any Thai shareholders.

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1st September 2013

Many people living in Thailand establish corporate entities in order to conduct business in the Kingdom. This is no different for foreign nationals wishing to do business in Thailand. In the past, it was relatively easy for foreign nationals to set-up a Thai company. However, over the years the rules regarding corporate formation have grown increasingly complex as the business environment has evolved. At the same time, Thai officials have implemented policies which foster foreign investment (most notably recent regulations which have decreased the Thai corporate tax rate from 23% to 20%). All of these issues gain a new complexion when one considers the fact that as Thai laws regarding corporations have developed so too have the agreements creating the infrastructure which underlies the Association of Southeast Asian Nations (ASEAN).

In the past, Thai authorities did not, in general, heavily scrutinize Thai companies with all Thai shareholders, even such entities having a foreign director. In fact, there was a time when simply maintaining a majority of Thai shareholders provided a degree of protection against substantial official examination. Thai partnerships (both limited and ordinary) were also somewhat immune from significant governmental oversight even where a foreign partner controlled a stake the firm. However, it should be noted that pursuant to the provisions of the Thai Foreign Business Act virtually all Thai business entities with a foreign majority ownership structure have been required to obtain either a Foreign Business License, a Treaty Certificate pursuant to the provisions of the US-Thai Treaty of Amity, or some other form of documentation showing either licensure from the Ministry of Commerce pursuant to Thai law or exemption based upon a Free Trade Agreement.

As of January 2013, a new policy regarding newly established Thai companies came into effect. Thai companies with any foreign directors must now prove that the registered capital has been paid into the company by the relevant shareholders. This is even the case where the company is wholly owned by Thai nationals. Furthermore, where a foreign national maintains 50% (or more) interest in a Thai partnership evidence must be provided showing paid up capital in the enterprise. Registered capital has always been an issue for Thai authorities, but it would now appear that the rules regarding registered capital will be applied more stringently especially where there is a foreign director or partner involved in the Thai company or partnership.

As the ASEAN Economic Community (AEC) is set to come into existence in 2015 and based upon the fact that Thailand has signed various international agreements pertaining to international trade and foreign direct investment there are some who argue that the time is quickly coming when Thai regulation of foreign run businesses will be liberalized. Until that time comes, the rules imposed upon foreigners setting up businesses in Thailand are likely to be more strictly enforced compared to times past.

For related information please see: Thailand Business Registration.

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9th July 2013

Those researching business and corporate entities in Thailand (sometimes referred to as Thai juristic persons) often come upon information pertaining to Thai partnerships. Partnerships in the Kingdom of Thailand are different from Thai limited companies and Thai sole proprietorships for a number of reasons. For example, Thai limited companies provide the shareholders with limited liability. This means that liabilities incurred by a Thai limited company do not generally flow through to the individual shareholders (that said, under some circumstances, directors of Thai companies may have some legal liability to the company itself). Depending upon the type of Thai partnership, the partners may or may not have limited liability. Thai Partnerships differ from Thai Sole Proprietorships for a number of reasons, but the most obvious difference is that Thai Sole Proprietorships, as the name suggests, are operated by one natural person.

In the Kingdom of Thailand, there are different types of partnerships: Thai Ordinary Partnerships, Thai Registered Ordinary Partnerships, and Thai Limited Partnerships. In this posting only ordinary partnerships and registered ordinary partnerships will be discussed as Thai limited partnerships will be discussed in a later posting.

Thai Ordinary Partnerships

Thai ordinary partnerships are sometimes referred to as unregistered partnerships. The name “unregistered partnership” may stem from the fact that Thai ordinary partnerships are not required to have a written partnership agreement and even where a written partnership agreement exists it is not required that the aforementioned agreement be registered. That being stated, ordinary partnerships are still required to register their existence as a business entity with the Thai Ministry of Commerce. However, notwithstanding the fact that an ordinary partnership has registered with the Ministry of Commerce, this type of registration should not be construed to mean that the partnership is a Thai registered ordinary partnership. All partners in a Thai ordinary partnership have unlimited liability for the acts of any of the other partners which occur in the course of the partnership’s business. Creditors of an ordinary partnership may make claims against the property of any of the partners and do not need to first make a claim against the assets of the partnership.

Thai Registered Ordinary Partnerships

Thai Registered Ordinary Partnerships must be registered with the Ministry of Commerce in the Kingdom of Thailand. When registering this type of partnership a copy of the written partnership agreement, information regarding capital contributions as well as managerial duties of the partners, and objectives of the partnership must be included in the application for registration. In the eyes of Thai law, a registered ordinary partership is viewed as a distinct entity separate and apart from the partners. However, the legal distinction between the registered ordinary partnership and the partners as individuals should not be construed to mean that the partners have limited liability. That stated, if a claim is to be made by a creditor against a Registered Ordinary Parntership, then the creditor must first seek to make their claim against the assets of the Registered Ordinary Partnership before making a claim against either of the individual partner’s assets.

There are significant differences in the way in which registered ordinary partnerships and ordinary partnerships are taxed in the Kingdom of Thailand. Therefore, those interested in establishing either of these types of partnerships are encouraged to contact a legal professional in Thailand to ascertain whether either of these types of structures are suitable.

It should also be noted that foreign nationals wishing to set-up a Thai Registered Ordinary Partnership or a Thai Ordinary Partnership may be barred from doing so pursuant to the provisions of the Thai Foreign Business Act. In some cases, a Thai Foreign Business License may be obtained depending upon the type of business the foreign nationals wish to undertake through use of a Thai partnership. American citizens wishing to set-up a Thai partnership (either a registered ordinary partnership or simply an ordinary partnership) may obtain certification for their proposed partnership pursuant to the terms of the US-Thai Treaty of Amity, provided that the proposed business activity is not restricted under the terms of the Treaty; and, upon being approved for a Treaty certificate, operate their partnership notwithstanding the provisions of the Foreign Business Act.

For related information please see: Thailand Company Registration.

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5th May 2011

It recently came to this blogger’s attention that an official within China’s foreign exchange authority was noted for comments made regarding the currencies of the so-called BRICS countries (Brazil, Russia, India, China, and South Africa) and their future relationship to the so-called SDR or Special Drawing Right.  To quote directly from the Reuters Africa section of the official website of the Reuters news service, Reuters.com:

SHANGHAI May 5 (Reuters) – The IMF should consider including currencies of the BRICS countries and other emerging economies when it next reviews its Special Drawing Right (SDR) system by 2015, the head of China’s foreign exchange authority said in remarks published on Thursday.

Yi Gang, who is also a deputy governor of the People’s Bank of China (PBOC), called on the International Monetary Fund to kick off a research of a “shadow SDR” this year, the semi-official China Business News reported.

The administration of this blog strongly encourages readers to click upon the hyperlinks above to read this story in detail as doing so would likely add perspective on an insightful article.

Clearly issues related to the relationship of currencies of developing countries, rising economies, and those of developed countries are being considered of increasing importance to policymakers the world over. This is especially true in the context of East Asia while Southeast Asian nations seem to have different issues to ponder regarding currency.  As the constituent economies and jurisdictions comprising the Association of Southeast Asian Nations (ASEAN) continue to thrive economically, the question of a single currency seems to persistently manifest itself at the foreground of analysis pertaining to the long term outlook for the ASEAN region. To quote directly from the website of The Jakarta Post, TheJakartaPost.com:

Indonesia and its neighbors in the ASEAN region have been weighing the possibility of having a single currency such as the euro for years.

Some ASEAN representatives and economic ministers believed that the implementation of a single currency in ASEAN could take the economic community in the region to the next level, as it would enhance economic development in the area and forge stronger ties among ASEAN countries.

But currently, Europe’s crisis is a lesson to learn for Indonesia and ASEAN on the risks and to realize that the potential economic losses if the single currency policy fails is indeed massive.

The administration again encourages readers to click on the hyperlinks above to read this intriguing story in detail.

It would appear as though recent developments in Europe have been a cause of concern for those analyzing the issues associated with a single ASEAN currency, as they probably should be since the decision to implement a single currency for multiple jurisdictions is a serious undertaking that would likely require a great deal of logistical as well as financial investment. While exploring The Jakarta Post website this blogger also came upon an interesting letter posted on that site. To quote directly from the posting Letter: On ASEAN Currency at TheJakartaPost.com:

I hardly see a future for a single ASEAN currency. What is lacking in ASEAN is unity. ASEAN is mainly focused on an economic agenda while the European Union (EU) has adopted extensive and expensive integration programs not only on an economic scale but also on a social, cultural and demographic platform.

Again, readers are strongly encouraged to click upon the hyperlink above to read this letter in detail. Some could argue that one of the strengths of the ASEAN community in her current form arises from the fact that there is not a single currency since some could argue that it would be extremely difficult to integrate the, sometimes radically, different economies of the ASEAN region via currency unification. Therefore, this reasoning posits, the creation of a relatively unified market platform in combination with multiple currencies operates as a sort of “best of both worlds” scenario under the current prevailing circumstances. That stated, anything further than simple analysis of the current factual circumstances pertaining to this issue would arguably be an exercise in mere speculation.

It is this blogger’s personal opinion that the issues above are likely to be debated for some time to come while it is hoped that business in China, business in ASEAN, business in Thailand, and business in the United States of America will continue to show growth in coming years.

For related information please see: US Company Registration or Thailand Company Registration.

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26th September 2010

Those who track this blog may have noticed that there has been an increase in political activities which have disrupted the otherwise calm political and economic environment in the Kingdom of Thailand. There are many who feel that these disruptions are only temporary and will not prove detrimental over the long term. In the short term, individuals and businesses in Thailand are analyzing some new risks which have manifested themselves over the past 9-12 months. To quote directly from Westlawbusiness.com:

Several companies have recently disclosed risks arising from the political turmoil in Thailand. For example, Priceline.com, an online hotel auctioneer, recently disclosed that “civil unrest in Thailand, a key market for our Agoda business and the Asian business of Booking.com. This may result in “significant year-over-year declines in booking volumes in this market….Thailand has experienced disruptive civil unrest in prior years as well and continued or future civil or political unrest could further disrupt Agoda’s Thailand-based business and operations.”

Communication cable manufacturer General Cable is also reporting that it is subject to business risk arising from unrest in Thailand. The copper, aluminum, and fiber optic wire and cable products provider recently disclosed that its “business is subject to the economic, political and other risks of maintaining facilities and selling products in foreign countries. . . Thailand recently experienced significant political and militant unrest in certain provinces. The country’s elected government was overthrown in September 2006, with an elected government only recently restored.” [emphasis in original]

Political turmoil can have substantial unforeseen consequences for some businesses and business models operating throughout Asia. This is why retaining the assistance of local legal counsel can be advantageous for multinational corporations as professionals with on-the-ground knowledge of local business customs and practices can guide clients away from unforeseen legal, and in some cases; business, risks.

There are many, this author included, who feel that the current political turbulence in Thailand is simply a “bump in the road” eventually leading to overall tranquility and economic prosperity in the Kingdom of Thailand as well as the South East Asia region. Bearing that in mind, those wishing to establish a business or corporate presence in Thailand are well advised to conduct research and due diligence before making irrevocable business decisions as  maintaining a corporate presence in Bangkok, or the emerging markets in Cambodia, Laos, Burma (Myanmar), Malaysia, and Vietnam can be fraught with unforeseen legal and business issues which may not arise in jurisdictions such as the United States, the European Union, the United Kingdom, Australia, or Canada.

Many wishing to do business in Thailand opt to do so under a Thai Limited Company as this type of juristic person provides a measure of limited liability. Limited Liability is often one of the first methods employed by those wishing to hedge against unforeseen future business risks. American businesses may also enjoy many benefits pursuant to the language of the US-Thai Treaty of Amity. Regardless of the type of corporate structure, any foreigner wishing to work in the Kingdom of Thailand must obtain a Thai work permit prior to taking up employment pursuant to Thai labor law.

For related information please see: Bangkok Lawyer or Amity Treaty Company.

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6th August 2009

On this blog and in other places on our site we have discussed the US-Thai Amity Treaty and how it can be beneficial for those doing business in the Kingdom of Thailand. However, most of these writings have made the assumption that one would be setting up a Thai Limited Company as an entity certified by the Foreign business office as protected under the Treaty.

One aspect Thai corporate law that is of some interest to American operators in Thailand is the notion of establishing a sole proprietorship and obtaining Amity Treaty certification. In theory, this is possible, although in practice it can be somewhat difficult to arrange and has some drawbacks from a legal viewpoint.

One positive aspect of Treaty Certification on a sole proprietorship is the fact that income garnered by the sole proprietor can be taxed as if it were personal income. Therefore, issues of so-called “double taxation” do not come into play when dealing with some sole proprietorships. Also, with regard to a sole proprietorship the paperwork necessary to establish the entity is far less substantial. In the case of proper Thai limited companies, it may be necessary to promulgate meeting minutes of shareholders and directors. Sole proprietorships generally do not require meeting minutes because the sole proprietor is the only person with authority to make decisions on behalf of the company.

One of the major warnings that any legal professional will give to one seeking to establish a sole proprietorship is to think about the ramifications of a lack of limited liability. Sole proprietorships do not have limited liability and therefore, should an adversely affected party wish to sue the sole proprietorship, then the sole proprietor’s personal assets could be placed in jeopardy. Thai limited companies do not have unlimited liability which means that should one sue the company, then the company would only be liable up to the amount of their registered capital.

Finally, from a practical standpoint there are some professions for which a foreigner cannot obtain a work permit to perform. Therefore, it may be possible to set up a sole proprietorship to engage in the entertainment business, but not be able to get a Thai work permit in order to perform the activities inherent to the business. In some ways setting up a limited company sidesteps this problem because the Thai company is viewed as a separate legal entity in the eyes of the law and therefore, the activities that the company engages in may not be the same as the foreigner’s actual job within the organization. Therefore, the Ministry of Labour might authorize the work permit for one working for a Thai Limited Company with Amity Treaty Certification.

(Nothing contained herein should be acted upon as legal advice. No attorney-client relationship is created between author and reader.)

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1st April 2009

Thailand Company Registration

Posted by : admin

Thailand is a wonderful place to live and work. Each year many tourists turned entrepreneurs try their luck at setting up a small business in Thailand. Some Thai businesses succeed fabulously while other Thai companies take a while to get off the ground. Then there is the case of the Thai company that fails to survive past the first year. One of the biggest problems in getting a Thai venture going is taking care of the legalities.


Every year, many businessmen try to earn a living as a small business owner in Thailand. The ones who fail often take a “let’s wing it,” attitude towards Thai law. They will often fail to incorporate a duly formalized Thai company. In another effort to cut corners in a legal sense is the propensity of some small business owners of working in their business without a Thai work permit. This is a major problem because the authorities at the Thai Ministry of Labour and Royal Thai Immigration frown upon this practice. Under provisions of the Thai Immigration Act, if a non-Thai is in violation of his visa status or is caught working in Thailand without a proper work permit then the consequences could be dire. Foreigners who engage in this practice are often fined, deported, and even jailed for violated the laws of the Kingdom of Thailand.

There are many different types of Thai corporate structures. One could set up a:  Thai limited company, Thai Limited Partnership, a Regional Operating Headquarters, as well as many other types of structures, but limited liability may not be conferred on some entities. An option for Americans wishing to do business in Thailand is seeking certification under the US-Thai Treaty of Amity and owning and operating a Treaty of Amity Company under its provisions. Some people even utilize a Thai corporate structure in order to control Thai Real Estate that they would otherwise not be allowed to own under Thailand property law.

A competent lawyer in Bangkok can assist in both incorporating a Thai company and obtaining a proper Thai work permit and long term Thai business visa in order to remain in Thailand and run a business. It is imperative to make sure the regulations of Thailand are carried out to the letter and failure to do so could not only endanger ones business, but also lead to possible government penalties.

Note: Nothin in this article should be used as a substittute for advice from a competent licensed attorney in the jurisdiction in which one wishes to do business.

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