Q&A about setting up foreign-owned Limited Liability Company in Thailand

Q&A about setting up foreign-owned Limited Liability Company in Thailand

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Drafted by Dale Chen 20230804 v1
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Thailand Foreign-funded Limited Liability Company
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Thailand – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Thailand?

  1. Limited Company (Co., Ltd.): A limited company is a legal entity separate from its shareholders, offering limited liability to its owners. It is the most common and preferred form for foreign investors in Thailand. A minimum of three shareholders is required, and at least 51% of the company’s shares must be held by Thai nationals. The remaining 49% can be held by foreign individuals or entities.
  2. Branch Office: A foreign company can establish a branch office in Thailand to conduct business. However, a branch office does not have a separate legal entity from its parent company, and it is subject to certain limitations in terms of business activities.
  3. Representative Office: A representative office is the most limited form of business presence for a foreign company in Thailand. Its activities are limited to non-trading, non-revenue-generating functions, such as market research, liaison activities, and promoting parent company products or services.
  4. Regional Office: Foreign companies can set up regional offices in Thailand to manage their regional business activities. Regional offices can engage in coordinating, supervising, and providing services to their affiliates or branches within the region.
  5. Regional Operating Headquarters (ROH): An ROH is a more specialized form of a regional office, focused on providing management and support services to its affiliates in the region. ROHs must meet certain criteria and receive approval from the Thai authorities.
  6. Joint Venture: Foreign companies may form joint ventures with Thai partners to collaborate on specific business projects or ventures. Joint ventures can take the form of a limited company, or another legal structure agreed upon by the parties.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Thailand?

  1. Obtain Foreign Business License (FBL) or Treaty of Amity: Before establishing a Foreign-funded LLC, you may need to obtain a Foreign Business License (FBL) or utilize the Treaty of Amity, if applicable. The FBL is required for businesses restricted to foreigners, while the Treaty of Amity is available for US citizens or companies, offering special privileges under the US-Thailand Amity Treaty.
  2. Reserve a Company Name: Choose a unique name for your company and check its availability at the Department of Business Development (DBD) or through an online search.
  3. Capital Requirements: The minimum registered capital for a Thai foreign-owned company not subject to a foreign business license requirement must have minimum capital of THB 2 million.
  4. Bank Account and Capital Deposit: Open a bank account in Thailand and deposit the required registered capital. The bank will issue a confirmation letter for the capital deposit, which is needed for company registration.
  5. Obtain Foreign Exchange Transaction Form: For foreign investment, you need to obtain a Foreign Exchange Transaction Form from the bank to record the capital brought into Thailand.
  6. Company Registration: Prepare the necessary documents, including the Memorandum of Association (MOA) and Articles of Association (AOA), and submit them to the DBD for company registration.
  7. Tax Identification Number (TIN): Apply for a Tax Identification Number (TIN) for the company at the Revenue Department.
  8. VAT Registration: If your business is subject to Value Added Tax (VAT), you must register with the Revenue Department for VAT.
  9. Social Security Registration: Register the company and its employees with the Social Security Office.
  10. Business Operation Permit (if applicable): Certain types of businesses may require additional permits or licenses depending on the nature of their activities.
  11. Visas and Work Permits (for foreign directors and employees): If you are a foreign director or plan to employ foreigners, obtain the necessary visas and work permits from the Immigration Bureau.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Thailand’s foreign-funded Limited Liability companies?

  1. Director:
    • A director can be of any nationality, including a foreigner, and must be at least 20 years old.
    • There is no specific limit on the number of directors, but it’s advisable to have at least one director for the company’s operation.
    • Directors must not be bankrupt or have any legal restrictions that prevent them from managing a company.
  2. Manager/Supervisor:
    • The manager or supervisor can be of any nationality and should be at least 20 years old.
    • There are no restrictions on the number of managers or supervisors.
  3. Company Secretary:
    • The company secretary can be of any nationality, including a foreigner.
    • There is no specific age requirement for a company secretary.
    • The company secretary is responsible for maintaining company records and ensuring compliance with legal and regulatory requirements.

R-th-llc-1-30
How long the share capital of a Thailand Foreign-funded Limited Liability Company must be hold before it can be sold?

There is no specific duration that the share capital of a Thailand Foreign-funded Limited Liability Company (LLC) must be held before it can be sold.
Shareholders in a Thai LLC have the flexibility to sell their shares at any time, subject to compliance with relevant regulations and legal requirements.
However, it’s essential to consider any restrictions or conditions mentioned in the company’s Articles of Association (AOA) or shareholders’ agreement.
Sometimes, these documents may contain provisions related to share transfers, including pre-emptive rights for existing shareholders, which could impact the timing and process of selling shares.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Thailand?

It is not a legal requirement to have a resident shareholder for the incorporation of a Foreign-funded Limited Liability Company (LLC) in Thailand.
Foreign individuals or entities can hold 100% of the shares in a Thai LLC, and there is no mandatory requirement for Thai nationals or residents to be shareholders.
Foreign investors can own the entire share capital of the company, subject to compliance with the Foreign Business Act (FBA) if the business activity is restricted to foreigners.

R-th-llc-1-50
Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Thailand?

There is no specific legal requirement for a Thailand Foreign-funded Limited Liability Company (LLC) to have a resident director.
A director of a Thai LLC can be of any nationality, including a foreigner.
There is no mandatory provision that requires a director to be a Thai national or resident.
Foreign individuals can serve as directors in a Thai LLC, and they are not required to reside in Thailand.

R-th-llc-1-60
Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Thailand?

There is no specific legal requirement for a Thailand Foreign-funded Limited Liability Company (LLC) to have a company secretary during the incorporation process.

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What are the qualifications of a legal representative in Thailand Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Thailand?

The legal representative is typically referred to as the “Managing Director.”
The qualifications and requirements for a managing director in a Foreign-funded LLC are as follows:

  1. Qualifications: The managing director can be of any nationality, including a foreigner. There is no specific nationality requirement for this position.
  2. Age Requirement: The managing director must be at least 20 years old.
  3. Legal Capacity: The managing director must have legal capacity and should not be disqualified or restricted from acting as a director due to any legal reasons.
    Regarding the place of residence, there is no mandatory requirement for the managing director to have a place of residence in Thailand.

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Is it possible to establish a Thailand foreign-owned company through an offshore company as holding company?

Yes.
This structure is often referred to as an “Offshore Holding Company Structure.”

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What are the special features of Thailand wholly foreign-owned limited liability corporation (LLC)?

  1. Foreign Ownership: A wholly foreign-owned LLC allows 100% foreign ownership, meaning that the company can be fully owned and controlled by foreign individuals or entities without the need for any Thai shareholders.
  2. Limited Liability: The liability of shareholders in an LLC is limited to the amount of capital they have invested in the company. This means that the personal assets of shareholders are generally protected from the company’s debts and liabilities.
  3. Separate Legal Entity: An LLC is a separate legal entity distinct from its owners. It can conduct business, enter into contracts, and own assets in its own name.
  4. Flexible Management Structure: The management structure of an LLC is flexible, and it can have one or more directors who can be of any nationality. There is no requirement for a Thai national to be a director.
  5. Ease of Incorporation: The process of incorporating a wholly foreign-owned LLC in Thailand is relatively straightforward and can be completed within a reasonable timeframe.
  6. No Minimum Capital Requirement: There is no minimum capital requirement for the incorporation of an LLC in Thailand. The capital can be determined based on the company’s needs and business plan.
  7. Repatriation of Profits: Foreign investors are allowed to repatriate profits and capital without restrictions, subject to compliance with relevant regulations.
  8. Access to Thai Market: Establishing a wholly foreign-owned LLC in Thailand provides foreign investors with direct access to the Thai market and opportunities for business expansion in the country.
  9. Investment Promotion: In certain industries, the Thai government offers investment incentives and promotional privileges to foreign investors, encouraging foreign direct investment.

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Thailand Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Thailand foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Foreign Business Act (FBA) and related regulations.
The Foreign Business Act (FBA) provides a list of business activities that are restricted for foreign investment, commonly referred to as the “Negative List”
Each country may have different approaches to foreign investment.

R-th-llc-2-20
In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

Thailand’s foreign investment regulations do not follow a single unified “positive list” that specifies industries where foreign investment is allowed, “licensed industries” with restrictions, and “prohibited industries” where foreign investment is not permitted.

R-th-llc-2-30
In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

Thailand’s foreign investment regulations are primarily governed by the Foreign Business Act (FBA) and related regulations.
FBA List 1 are businesses not permitted for foreigners to operate due to special reasons.
FBA List 2 are businesses related to national safety or security, or affecting arts and culture, traditional and folk handicraft, or natural resources and environment.
Foreign companies may only engage in the activities stated in List 2 with prior Cabinet approcal.
FBA List 3 are businesses which Thai nationals are not yet ready to compete with foreigners.
To engage in activities stated in List 2, the foreign company must apply for and otain a Foreign Business License prior to commencing the activity.

Some examples of restricted activities under List 3 include:
• Rice milling and flour production from rice and plants
• Fisheries, specifically breeding of aquatic creatures
• Forestry from re-planting
• Production of plywood, veneer, chipboard or hardboard
• Production of lime
• Accountancy
• Legal services
• Architecture
• Engineering
• Construction
• Agency or brokerage
• Auctioneering
• Domestic trade in local agricultural products is not prohibited by law
• Retailing all categories of goods having less than 100-million-baht capital in total or having the minimum capital of each shop of less than 20 million baht
• Wholesaling, all categories of goods having minimum capital of each shop less than 100 million baht
• Advertising
• Hotel operation, excluding hotel management
• Tourism
• Sale of food and beverages
• Planting and culture of plants
• Other services, except those prescribed in the ministerial regulations

Generally, Thailand’s foreign investment regulations apply uniformly to all foreign investors, regardless of their country of origin.
However, there may be exceptions or specific provisions for certain countries based on bilateral investment treaties or special trade agreements between Thailand and those countries.

R-th-llc-2-40
What are the restriction on foreign investment in Thailand? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

  1. Restricted Activities: Certain business activities are restricted for foreign investment, and foreigners are prohibited from engaging in these activities without obtaining a specific Foreign Business License (FBL). These restricted activities are listed in the Negative List or List 3 of the FBA.
  2. Minimum Share Capital: The minimum registered capital for a Thai foreign-owned company not subject to a foreign business license requirement must have minimum capital of THB 2 million.
  3. Foreign Shareholding Ratio: The foreign shareholding ratio refers to the percentage of shares held by foreign investors in a company. In many sectors, foreigners are allowed to hold up to 100% of the shares in a company. However, in some sectors, there may be restrictions on foreign ownership, and Thai nationals may be required to hold a certain percentage of shares.
  4. Land Ownership: Foreigners are generally restricted from owning land in Thailand. There are certain exceptions, such as certain investment promotion schemes or when land is acquired for specific business purposes.
  5. Investment Promotion: The Thai government offers investment promotion schemes through the Board of Investment (BOI). Eligible projects in specific industries may receive incentives, such as tax privileges, work permits, and exemptions from certain restrictions.
    Generally, Thailand’s foreign investment regulations apply uniformly to all foreign investors, regardless of their country of origin.
    However, there may be specific provisions or exceptions for certain countries based on bilateral investment treaties or special trade agreements between Thailand and those countries.

R-th-llc-2-50
What are the licensed industries in Thailand?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

Some examples of licensed industries in Thailand include:

  1. Banking business and finance business.
  2. Insurance business, except for insurance brokerage business.
  3. Pawnshop business.
  4. Retail business with a capital investment of less than the specified amount, such as retailing of goods in specified categories.
  5. Wholesale and retail sale of certain agricultural products.
  6. Legal services, legal consulting, and legal representation in court.
  7. Accounting services.
  8. Architectural services.
  9. Engineering services.
  10. Construction business.
  11. Telecommunications business.
  12. Education business.
  13. Car rental business.
  14. Travel agency business.
    The key difference between these three categories lies in the level of foreign participation allowed in the respective sectors.
    In industries that allow foreign investment, foreign investors can participate without restrictions.
    In licensed industries, foreign investors can participate, but they need to obtain the necessary Foreign Business License.
    In industries that do not allow foreign investment, foreigners are completely prohibited from participating.

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Thailand-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Thailand?
Are there different documents for different countries?

  1. Memorandum of Association (MOA): This document outlines the company’s name, objectives, capital, registered office address, shareholder information, and other key details.
  2. Articles of Association (AOA): The AOA specifies the internal regulations and rules for the management and operation of the company, including the responsibilities and rights of shareholders, directors, and other officers.
  3. List of Shareholders: This document contains the names, nationalities, and addresses of all shareholders in the company, including their shareholdings.
  4. List of Directors: It includes the names, nationalities, addresses, and positions of all directors of the company.
  5. Shareholder and Director’s Identification and Passport Copies: Copies of identification documents, such as passports, of all shareholders and directors.
  6. Declaration of Foreign Investment (FBL): For certain activities listed in List 3 of the Foreign Business Act (FBA), foreign investors may need to obtain a Foreign Business License (FBL) before starting the business.
  7. Certificate of Capital Importation (for foreign capital): If the company receives foreign capital, a certificate of capital importation from a Thai bank is required.
  8. Lease Agreement or Title Deed for Office Space: Proof of the company’s registered office address, either through a lease agreement or title deed.
  9. Company Seal: A company seal is required for official documents and contracts.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Thailand?
Are there different document authentication procedures for different countries?

  1. Notarization: The relevant investment documents, such as the Memorandum of Association (MOA) and Articles of Association (AOA), may need to be notarized by a notary public in the country where the documents are executed. This step involves the notary public verifying the authenticity of the signatures and seals on the documents.
  2. Legalization or Authentication: After notarization, the documents may need to be legalized or authenticated by the embassy or consulate of Thailand in the country where the documents were notarized. This step is often referred to as consular legalization. It is a process to confirm the legitimacy of the notary public’s signature and seal on the documents.
  3. Certification by the Ministry of Foreign Affairs of Thailand: After consular legalization, the documents may need to be further certified by the Ministry of Foreign Affairs (MFA) of Thailand. The MFA will verify the authenticity of the embassy or consulate’s seal on the documents.
  4. Translation: If the original documents are in a language other than Thai, they will need to be translated into Thai by a certified translator.

R-th-llc-4 Thailand – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Thailand with share capital paid in place and opening a bank account? Which one should come first?

  1. Company Registration and Share Capital Payment: The first step is to complete the company registration process and pay the share capital into the company’s bank account. The registration process involves submitting the necessary documents, such as the Memorandum of Association (MOA) and Articles of Association (AOA), to the Department of Business Development (DBD) or the relevant authorities.
  2. Opening a Bank Account: Once the company registration is complete and the share capital has been paid in, the company can open a bank account in Thailand. The bank account will be used for day-to-day financial transactions of the company.

R-th-llc-4-20
What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Thailand?

  1. Company Documents:
    • Certificate of Company Registration: This document verifies that the company is legally registered with the relevant authorities in Thailand.
    • Memorandum of Association (MOA) and Articles of Association (AOA): These documents provide information about the company’s structure, purpose, and shareholding.
    • List of Shareholders and Directors: This includes the names, nationalities, addresses, and ownership percentages of all shareholders and directors.
  2. Authorized Representative Documents:
    • Passport or National ID: Valid identification documents of the authorized representatives who will act on behalf of the company.
    • Proof of Address: Documents showing the residential address of the authorized representatives.
  3. Tax ID and VAT Registration: The company’s Tax Identification Number (TIN) and Value Added Tax (VAT) registration information may be required.
  4. Business Activities and Source of Funds: The bank may ask for details about the nature of the company’s business activities and the sources of its funds.
  5. Bank Reference Letter: Some banks may require a reference letter from the company’s existing bank, particularly if it is an international bank with branches in Thailand.
  6. Declaration of Beneficial Ownership: The bank may request information about the beneficial owners of the company, especially if there are complex ownership structures or multiple layers of ownership.
  7. Authorized Signatories: The bank will need to know the individuals who are authorized to sign on behalf of the company for financial transactions.
  8. Specimen Signatures: The authorized signatories may be required to provide specimen signatures to verify their signatures on the bank’s documents.

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Will the bank require a Thailand local director when opening a bank account for a Thailand wholly foreign-owned limited liability company (LLC)?

It is generally not a common requirement for the bank to insist on having a Thailand local director for a wholly foreign-owned LLC.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Thailand?

It is common for the bank to require the foreign legal representative or an authorized signatory to be physically present for the bank interview when opening a bank account with a Foreign-funded Limited Liability Company (LLC) in Thailand.

R-th-llc-5 Thailand – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Thailand send expatriates to Thailand as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes.

  1. Work Permit:
    • The work permit is issued by the Department of Employment of the Ministry of Labor in Thailand.
    • The company in Thailand must first apply for a work permit on behalf of the expatriate employee.
    • The company should ensure that the position to be filled by the expatriate cannot be filled by a Thai national and that the expatriate has the necessary qualifications and expertise.
    • The company must meet certain criteria and have a minimum capitalization amount for each work permit application.
    • The work permit is typically valid for one year and can be renewed annually.
  2. Visa:
    • The appropriate visa must be obtained before the expatriate enters Thailand for work purposes.
    • Common visa types for work include Non-Immigrant B Visa and Non-Immigrant O Visa (for accompanying family members).
    • The visa allows the expatriate to enter Thailand and begin the process of obtaining a work permit.
  3. Residence Permit:
    • A residence permit is not issued separately in Thailand. Instead, the work permit serves as a de facto residence permit during the validity period.
    • The work permit holder is allowed to reside in Thailand legally as long as the work permit is valid.
  4. Documents and Procedures:
    • The company in Thailand will be required to provide specific documents for the work permit application, such as the company’s registration documents, the employment contract, and the expatriate’s qualifications and experience certificates.
    • The expatriate will need to undergo a medical examination in Thailand as part of the work permit application process.
    • Additional documents and procedures may be required based on the specific circumstances and the type of work permit and visa being applied for.
    Specific documentation and procedures may vary slightly depending on the expatriate’s nationality, the type of work permit, and any existing bilateral agreements between Thailand and the expatriate’s home country.

R-th-llc-5-20
Can a Foreign-funded Limited Liability Company in Thailand send expatriates to Thailand as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes.

  1. Work Permit:
    • The work permit is issued by the Department of Employment of the Ministry of Labor in Thailand.
    • The employing company in Thailand must apply for a work permit on behalf of the foreign employee.
    • The company must demonstrate that the position to be filled by the foreign employee cannot be filled by a Thai national and that the employee possesses the necessary qualifications and expertise.
    • The company must meet certain criteria and have a minimum capitalization amount for each work permit application.
    • The work permit is typically valid for one year and can be renewed annually.
  2. Visa:
    • The appropriate visa must be obtained before the foreign employee enters Thailand for work purposes.
    • Common visa types for work include Non-Immigrant B Visa and Non-Immigrant O Visa (for accompanying family members).
    • The visa allows the foreign employee to enter Thailand and begin the process of obtaining a work permit.
  3. Residence Permit:
    • A residence permit is not issued separately in Thailand. Instead, the work permit serves as a de facto residence permit during the validity period.
    • The foreign employee is allowed to reside in Thailand legally as long as the work permit is valid.
  4. Documents and Procedures:
    • The employing company in Thailand will be required to provide specific documents for the work permit application, such as the company’s registration documents, the employment contract, and the employee’s qualifications and experience certificates.
    • The foreign employee will need to undergo a medical examination in Thailand as part of the work permit application process.
    • Additional documents and procedures may be required based on the specific circumstances and the type of work permit and visa being applied for.
    Specific documentation and procedures may vary slightly depending on the foreign employee’s nationality, the type of work permit and visa, and any existing bilateral agreements between Thailand and the employee’s home country.

R-th-llc-5-30
What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Thailand when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

  1. Job Position and Qualifications: The Thai authorities will assess whether the job position that the foreign employee is applying for is suitable for foreign employment. The employee’s qualifications and expertise must match the requirements of the position.
  2. Work Experience and Education: The foreign employee should have relevant work experience and educational qualifications that match the job position.
  3. Minimum Capital Requirement: For certain positions or industries, the company may be required to meet a minimum capitalization amount to be eligible to apply for work permits for foreign employees. Eg: minimum 2 million Baht registered capital per one work permit, 3 million for overseas registered companies.
  4. Ratio of Thai to Foreign Employees: The Thai government encourages companies to hire local Thai employees, so the ratio of Thai to foreign employees in the company may be considered during the evaluation process. Eg: At least 4 Thai nationals for each work permit.
  5. Salary and Compensation: The salary offered to the foreign employee should be in line with the market standards for that particular job position in Thailand.
  6. Company Turnover and Financial Stability: The company’s financial standing, turnover, and overall stability may be evaluated to ensure that it has the capacity to employ foreign workers and fulfill its obligations.
  7. Security Clearance and Health Examination: The employee may need to undergo a security clearance and a health examination as part of the application process.
    Specific requirements or criteria may vary based on bilateral agreements between Thailand and the employee’s home country, or in cases of specific industries or projects where special arrangements are in place.

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Thailand- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Thailand.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Thailand?

  1. Registered Address during Company Registration:
    • During the company registration process, the Foreign-funded LLC must provide a registered address in Thailand. This address will be used for official purposes, including legal notices and communication from government authorities.
    • The registered address can be a physical location, such as an office or commercial space, or it can be the address of a corporate service provider who acts as the company’s registered agent.
    • The registered address must be a valid and verifiable location where the company can receive official documents and notices.
  2. Future Operating Address:
    • The future operating address of the Foreign-funded LLC refers to the physical location where the company conducts its business operations.
    • After the company is registered, it can choose a suitable location for its business operations, which can be the same as the registered address or a different address, depending on the company’s needs.
    • The operating address is where the company’s day-to-day activities, office, or commercial operations take place.

R-th-llc-6-20
What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Thailand?

  1. Physical Address: The registered office address must be a physical location within Thailand, and a post office box is not acceptable as a registered office address.
  2. Permitted Industry: The LLC must be engaged in a permitted industry according to Thailand’s Foreign Business Act (FBA). The permitted industries are listed in the Foreign Business Act, and the LLC must comply with the regulations and restrictions applicable to its specific industry.
  3. Valid and Verifiable Address: The registered office address must be a valid and verifiable location. It should be a place where the LLC can receive official documents and communication from government authorities and is accessible during regular business hours.
  4. Lease or Ownership Proof: The LLC must provide proof of the lease or ownership of the registered office address, such as a rental agreement or property ownership documents.
  5. Letter of Consent: In some cases, the owner of the premises where the registered office is located may need to provide a letter of consent allowing the LLC to use the address as its registered office.
  6. Notification of Changes: If there are any changes to the registered office address in the future, the LLC must promptly notify the relevant authorities and update its registration information.

R-th-llc-7
Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Thailand.
R-th-llc-7-10
Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Thailand?
Is there any requirement for minimum funds to be in place within a certain period?

  1. Authorized Share Capital: The authorized share capital is the maximum amount of share capital that the company is allowed to issue. It is stated in the company’s Articles of Association and reflects the company’s potential capacity to raise funds by issuing shares.
  2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that the company officially registers with the authorities during the company registration process. It represents the nominal value of shares that the company is allowed to issue.
  3. Paid-up Share Capital: The paid-up share capital is the actual amount of share capital that has been paid by shareholders and received by the company. It is the money that the company has on hand to finance its operations and investments.
    The minimum paid-up share capital for a Foreign-funded LLC engaging in general business activities was THB 2 million.
    However, this amount may vary depending on the specific industry and activities of the company.

R-th-llc-7-20
What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Thailand?

  1. Authorized Share Capital: The authorized share capital refers to the maximum amount of capital that the company is allowed to issue and offer to its shareholders. In Thailand, the government fees for company registration and annual fees are often calculated based on the authorized share capital of the company. The higher the authorized share capital, the higher the government fees may be.
  2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that the company officially registers with the relevant authorities during the company incorporation process. It represents the value of shares that the company commits to issue at the time of its establishment. In Thailand, the government fees for registration and other compliance matters are often linked to the registered share capital.
  3. Paid-up Share Capital: The paid-up share capital is the portion of the registered share capital that the shareholders have actually paid for and contributed to the company. It represents the amount of money or assets that have been infused into the company to conduct its business activities. In Thailand, the government fees may not be directly related to the paid-up share capital; however, the amount of paid-up capital may have an impact on other financial requirements, such as the minimum capital requirements for certain business activities.

R-th-llc–8
Application of Certificate Number for a Foreign-funded Limited Liability Company in Thailand
R-th-llc-8-10
What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Thailand?

  1. Certificate of Incorporation: This is the official document issued by the relevant authorities confirming the company’s legal existence. In Thailand, it is usually provided by the Department of Business Development (DBD) under the Ministry of Commerce.
  2. Tax Identification Number (TIN): This is the unique identification number used for tax purposes. In Thailand, it is known as the Tax Identification Number (TIN) or Corporate Income Tax Identification Number. It is issued by the Revenue Department.
  3. Value Added Tax (VAT) Certificate: If the company is registered for VAT, it will receive a VAT certificate from the Revenue Department. The VAT certificate allows the company to conduct transactions subject to VAT.
  4. Commercial Registration Certificate: This certificate is provided by the Department of Business Development and contains essential information about the company’s registration, such as the company’s name, objectives, capital, directors, and shareholders.
  5. Foreign Business License (if applicable): Certain business activities in Thailand are restricted for foreigners. If your business falls into one of these categories, you may need a Foreign Business License, which is issued by the Ministry of Commerce.

R-th-llc-8-20
What are the certificate application for the Foreign-funded Limited Liability Company in Thailand as a tax entity?

  1. Tax Identification Number (TIN): This is a unique identification number used for tax purposes in Thailand. The company must apply for a TIN from the Revenue Department. The TIN will be used for various tax-related filings and transactions.
  2. Value Added Tax (VAT) Registration: If the company’s annual revenue exceeds the threshold set by the Revenue Department, it must register for VAT. Upon successful registration, the company will receive a VAT certificate.
  3. Withholding Tax Certificate: If the company has income subject to withholding tax, such as payments to suppliers or service providers, it may need to apply for a withholding tax certificate. This certificate allows the company to deduct and remit withholding taxes correctly.
  4. Corporate Income Tax Certificate: The company will need to file an annual corporate income tax return. After completing the tax assessment process, the company will receive a corporate income tax certificate indicating the amount of tax payable.
  5. Specific Business Tax Certificate (if applicable): Some specific types of businesses in Thailand are subject to Specific Business Tax. If the company’s activities fall under this category, it may need to apply for a Specific Business Tax certificate.
  6. Other Licenses and Permits: Depending on the nature of the business, the company may require additional licenses and permits, such as a Foreign Business License or other industry-specific permits.

R-th-llc-8-30
What are the certificate application for Foreign-funded Limited Liability Company in Thailand in relation to withholding tax on salary and employee benefits?

  1. Tax Identification Number (TIN): As mentioned earlier, the Tax Identification Number (TIN) is a unique identification number used for tax purposes. The company should obtain a TIN from the Revenue Department to fulfill its tax obligations, including withholding tax on salary and employee benefits.
  2. Employer Registration: The Foreign-funded LLC needs to register as an employer with the Social Security Office (SSO) in Thailand. This registration is required for the purpose of social security contributions for employees.
  3. Social Security Registration: Apart from income tax, employers in Thailand are also responsible for contributing to the Social Security Fund on behalf of their employees. The company should register with the Social Security Office to ensure compliance with social security regulations and provide benefits to its employees.
  4. Provident Fund Registration (if applicable): If the company offers a provident fund or other employee benefit schemes, it may need to register such schemes with the relevant authorities to ensure they are compliant with regulations.

R-th-llc-8-40
What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Thailand?

  1. Foreign Business License: If the LLC is engaged in business activities restricted for foreign entities in Thailand, it may need to obtain a Foreign Business License from the Ministry of Commerce. Certain business activities are reserved for Thai nationals or require specific conditions for foreign investment.
  2. Factory License (if applicable): If the company is involved in manufacturing or operating a factory in Thailand, it may need to apply for a Factory License from the Department of Industrial Works.
  3. Import and Export Licenses (if applicable): For companies engaged in import and export activities, relevant licenses from the Department of Foreign Trade and the Customs Department may be required.
  4. Environmental Permit (if applicable): If the company’s activities have potential environmental impacts, it may need to apply for an Environmental Permit from the Department of Environmental Quality Promotion.
  5. Land Use Certificate: For companies purchasing or leasing land in Thailand, a Land Use Certificate from the relevant local authorities may be necessary to confirm the intended use of the land.
  6. Trademark Registration: To protect intellectual property, the company may consider registering trademarks with the Department of Intellectual Property.
  7. Work Permits (for foreign employees): Foreign employees working in Thailand require work permits, and the company needs to apply for these on behalf of its foreign employees.
  8. BOI Promotion Certificate (if eligible): If the company qualifies for investment promotion incentives offered by the Thailand Board of Investment (BOI), it may apply for a BOI Promotion Certificate.
  9. Operating Licenses (industry-specific): Certain industries in Thailand may require specific operating licenses from relevant government agencies. For example, the food and beverage industry may require a food and beverage license from the Food and Drug Administration.

R-th-llc-8-50
To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Thailand need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

  1. National (Federal) Company Certificate Number: Certificate of Incorporation issued by the Department of Business Development (DBD) under the Ministry of Commerce.
  2. National (Federal) Tax Certificate Number: Tax Identification Number (TIN) issued by the Revenue Department for tax purposes.
  3. Social Insurance Card Number: The company needs to register as an employer with the Social Security Office (SSO) and obtain social insurance numbers for its employees.
  4. Medical Insurance Card Number: The company may need to provide medical insurance coverage for its employees, and employees may receive medical insurance cards.
  5. Provident Fund Certificate Number (if applicable): If the company offers a provident fund or retirement benefits to its employees, it may need to register the fund with the relevant authorities.
  6. Import and Export Certificate Number (if applicable): If the company is engaged in import and export activities, relevant import and export licenses from the Department of Foreign Trade and the Customs Department may be required.

R-th-llc-9
Incorporation procedures of Thailand-Foreign-funded Limited Liability Company and key matters
R-th-llc-9-10
What are the procedures of setting up a Foreign-funded Limited Liability Company in Thailand? Documents required? Competent Government unit? Websites?

  1. Reservation of Company Name: Choose a unique name for the company and submit it for reservation with the Department of Business Development (DBD) under the Ministry of Commerce. The name reservation process typically takes a few days.
  2. Capital Deposit: Deposit the minimum required capital (at least 25% of the registered capital) in a Thai bank account. The bank will issue a certificate as proof of the deposit.
  3. Preparation of Articles of Association: Draft the Articles of Association, which outline the company’s objectives, capital structure, management, and other relevant details. These documents need to be notarized by a notary public in Thailand.
  4. Company Registration: Submit the completed company registration documents, including the Articles of Association, capital deposit certificate, and other required forms, to the DBD for company registration.
  5. Tax Registration: Apply for a Tax Identification Number (TIN) with the Revenue Department for tax purposes.
  6. Social Security Registration: Register as an employer with the Social Security Office (SSO) and obtain social security numbers for the company’s employees.
  7. Work Permits (for foreign employees): If the company intends to hire foreign employees, it needs to apply for work permits on their behalf with the Ministry of Labour.
  8. Licenses (if applicable): Depending on the company’s business activities, industry-specific licenses or permits may be required from relevant government departments or agencies.
    Important Documents Required:
    • Certificate of Incorporation from the DBD
    • Notarized Articles of Association
    • Capital Deposit Certificate from a Thai bank
    • Passport copies and relevant documents for shareholders and directors
    • Lease agreement or documents proving the company’s registered office address
    • TIN and VAT registration documents (if applicable)
    • Social Security registration documents (for employees)
    Competent Government Unit: The main competent government unit for company registration is the Department of Business Development (DBD) under the Ministry of Commerce.
    Websites:
  9. Department of Business Development (DBD): https://www.dbd.go.th/
  10. Revenue Department: https://www.rd.go.th/
  11. Social Security Office (SSO): https://www.sso.go.th/
  12. Ministry of Labour: https://www.mol.go.th/

R-th-llc-9-20
What are key consideration matters of when deciding to set up foreign-funded limited liability company in Thailand?

  1. Business Purpose and Viability: Assess the viability of the proposed business in the Thai market. Conduct thorough market research and analyze the demand for your products or services. Ensure that your business idea aligns with local regulations and cultural preferences.
  2. Legal Structure: Decide on the legal structure of the company, such as an LLC, and understand the legal requirements and obligations associated with it.
  3. Foreign Ownership Restrictions: Be aware of any restrictions on foreign ownership in the industry or sector you intend to operate. Some business activities are subject to specific foreign equity limits or require special permits.
  4. Capital Requirements: Determine the minimum capital requirements for the chosen business structure. Ensure you have sufficient funds to cover the initial expenses and operational costs.
  5. Company Name: Choose a unique and acceptable name for your company, considering Thai naming conventions and cultural sensitivities.
  6. Business Plan: Prepare a comprehensive business plan that outlines your objectives, marketing strategies, financial projections, and operational plans.
  7. Local Partners or Nominee Directors (if required): Depending on the industry and business activity, you may need to engage local partners or appoint Thai nominee directors to meet legal requirements.
  8. Regulatory Compliance: Familiarize yourself with Thai laws and regulations related to company registration, taxation, employment, and other relevant areas. Ensure compliance with all legal requirements.
  9. Taxation and Incentives: Understand the tax implications of operating in Thailand and explore any available investment incentives offered by the Thailand Board of Investment (BOI) or other government agencies.
  10. Work Permits and Visas: If you plan to employ foreign staff, understand the requirements for obtaining work permits and visas for them.
  11. Location: Choose a suitable location for your business operations, considering factors such as accessibility, proximity to customers, suppliers, and workforce.
  12. Intellectual Property Protection: If applicable, ensure that your intellectual property is protected in Thailand through trademark, patent, or copyright registrations.
  13. Language and Cultural Considerations: Be prepared to deal with language and cultural differences when conducting business in Thailand.

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