Integrity Legal

In a previous posting on this blog regarding partnerships in Thailand, Thai Ordinary Partnerships and Thai Registered Ordinary Partnerships were discussed. There is another type of partnership structure in Thailand which may be more familiar to those from Western countries: the Thai Limited Partnership. Limited Partnerships have been a method of structuring an enterprise in jurisdictions such as the United States, the United Kingdom, and the Commonwealth nations for quite some time. Meanwhile, jurisdictions in the Eurpoean Union allow for similar structures. Thailand was a relatively late jurisdiction when it came to allowing for use of such structures, but now it may be possible for promoters of a business to form this type of partnership.

A Thailand limited partnership generally consists of, at a minimum, at least one Managing Partner who manages the business and at least one Limited Partner. Depending upon the unique circumstances of a given business enterprise there could be one or more managing partners and one or more limited partners. Although managing partners are personally liable for partnership debts, limited partners are not persoally liable for partnership debts and are only personally liable for the their capital contributions, especially if said contributions have been removed, in whole or in part, or if said contributions were never submitted. It should be noted that limited partners may lose some degree of their limited liability if the limited partner engages in the managment of the partnership or allows his or her name to be used in the Limited Partnership’s legal name. Limited Partnerships in Thailand must register their partnership agreement with the Ministry of Commerce in the same manner as a Registered Ordinary Partnership. As a general rule, Limited Partnerships are taxed in much the same manner as Registered Ordinary Partnerships.

Limited Partnerships which include a foreign national may be subject to the provisions stipulated in the Foreign Business Act. Therefore, where a foreign national owns a majority interest in a Thai Limited Partnership the Partnership may need to apply for a Thai Foreign Business License. However, American Citizens wishing to structure a limited partnership in Thailand may be eligible to obtain an Amity Treaty Certificate for the partnership pursuant to the terms of the US-Thai Treaty of Amity. If a foreign national owns simply a minority interest in a Thai limited partnership as a limited partner, then the partnership may not be required to obtain a foreign business license. However, the foreign national would not be able to manage the limited partnership.

Limited partnerships are able to be converted into limited companies so long as such conversion complies with relevant Thai corporate law.

For information regarding Thai Limited Companies please see: Company Registration Thailand.

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