Integrity Legal

In the Kingdom of Thailand there are many different types of business structures which can be utilized in order to legally operate pursuant to Thai law. In previous postings on this blog Thai limited partnerships as well as Thai ordinary partnerships and registered ordinary partnerships were discussed. Another type of business structure which is similar to a Thai partnership is known as a Joint Venture.

In the eyes of Thai jurisprudence the term “joint venture” has two meanings. The first definition of a joint venture is similar to an ordinary  partnership (also sometimes referred to as an unregistered ordinary partnership). However, a joint venture of this type must include at least one juristic person although the type of juristic person included in a joint venture may differ depending upon the unique circumstances of a given situation. Therefore, a joint venture could be the combination of a limited company and a natural person, a natural person and a limited partnership, two limited companies, or a limited partnership and a limited company. However, the aforementioned combinations are not an exhaustive list of all the combinations which could be devised to create a joint venture. Aside from requiring that this type of joint venture include a juristic person, the joint venture should also keep joint accounts and share profits (the division of profits is generally dictated in the terms of the jont venture agreement). Management responsibilities within a Thai joint venture are generally dictated by the terms of the joint venture agreement. The type of joint venture described above is taxed at the same rate as a juristic person, meaning that as of 2013 a Thai joint venture would be taxed at a rate of 20%. However, the profits gained from a joint venture by a juristic person domiciled in Thailand are not subject to further taxation. Those participants in a joint venture which are not domiciled in Thailand and therefore receive their profits outside of the country are subject to a 10% witholding tax on their portion of the profits.

The other type of joint venture which may be utilized by those wishing to jointly undertake business in the Kingdom of Thailand looks more like a Thai Limited Company. Essentially, this type of joint venture is created when two (or more) companies decide to create a third Thai company which would act as the vehicle for the joint venture in Thailand. These types of structures may vary widely in terms of management, percentage of ownership, and taxation depending upon the unique circumstances of the parties involved and the agreements made with regard to the aforementioned issues. Therefore, those seeking further information on this type of structure are well advised to contact a legal professional in Thailand in order to ascertain details about a prospective joint venture.

For related information please see: Tax Registration Thailand.

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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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