| Company Registration |
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| Company limited |
Establishing a company limited in
Thailand requires registration with the Thailand Ministry
of Commerce (MOC). |
| There three potential ways to structure
a Thai company limited as follows: |
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| I .Thai Owned |
Thai owned company limited
is considered anything a company whose shareholders
hold 51% or more of the shares of the company. A common
practice in Thailand has been for a Thai person to hold
51% of the shares and foreigner to hold 49%.
However, the shares owned
by the Thai person would be categorized as preferential
shares so that the shares have minimal to no voting
or dividend rights.
This 51% / 49% structure
effectively gives 100% control to the foreign shareholder(s)
and avoids the application of the Thailand Foreign Business
Act, which basically restricts foreign owned companies
from performing service type businesses without a first
obtaining a license from the Ministry of Commerce. |
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| II. Foreign Owned |
Foreign owned Thai company
limited is generally required to first obtain a license
to operate with the Thailand Ministry of Commerce before
commencing operations.
Applying for a foreign
business license from the Thailand Ministry of Commerce
can be costly, time consuming and risky due to legal
fees involved and government bureaucracy. |
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| REGIONAL OPERATING HEADQUARTERS (ROH) |
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| Incentives |
-
15% flate rate tax on income
paid to foreigners employed by the ROH for a period
of 2 consecutive years.
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Exemption on income earned by
a foreigner permanently employed arising from a
secondment/assignment abroad if such payment is
not claimed directly or indirectly as an expense
by the ROH.
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Reduction of corporate income
tax from 30% to 10% on net profits received from
qualifying services, technological/research royalties
or loan interest from associated enterprises.
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Exemption on dividend income
received from associated enterprises.
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Accelerated depreciation for
permanent buildings at the rate of 25% on the date
of purchase.
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Bringing in foreign experts and
their spouses/dependents to conduct feasibility
studies and perform work.
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Owning land to carry out promoted
project including the land for housing of executives
and employees.
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Remitting foreign currency aboard.
|
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| Conditions |
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Entity incorporated under Thai
law.
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Providing managerial, technical
or "supporting services" to "associated
enterprises" or its domestic/foreign branches.
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Supporting services means the
following:
| 3.1 |
General administration,
business strategic planning and business cooperation; |
| 3.2 |
Procurement of materials
and parts; |
| 3.3 |
Product research
and development; Technical support; |
| 3.4 |
Marketing and sale
promotion support; |
| 3.5 |
Human resource management
and training in the region; |
| 3.6 |
Financial consulting; |
| 3.7 |
Economic and investment
analysis; |
| 3.8 |
Credit management
and control; |
| 3.9 |
Other services stipulated
by the RD. |
- Associated enterprise means the following:
| 4.1 |
Company/partnership holding shares in the ROH not less than 25% of the total capital; |
| 4.2 |
Company/partnership which the ROH holds shares or being a partner not less than 25% of the total capital; |
| 4.3 |
Company/partnership in which the company or partnership in 1 holds share or being a partner not less than 25% of the total capital; |
| 4.4 |
Company/partnership, which has the power to control or supervise the operation and management of the ROH; |
| 4.5 |
Company/partnership which the ROH has the power to control or supervise the operation and management; or Company/partnership which a company or partnership in 1 has the power to control or supervise the operation and management. |
- Paid up capital of at least 10 million.
- Provides services to associated enterprises in
at least 3 foreign countries.
-
Has service and royalty revenue paid from/in a
foreign country aggregating at least 50% of total
revenue, except during the first 3 accounting period,
the revenue may be less than 50%, but not less than
one-third of total revenue.
- Obtained operating licenses from relevant government
agencies.
- Ratio of liabilities to registered capital should
not exceed 3 to 1 for a newly established project.
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| REPRESENTATIVE
OFFICE |
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| Incentives |
The RO of a foreign company is not
subject to income tax provided that the services rendered
by the RO are only provided to and for use by its head
office. However, please be aware the Ministry of Commerce
scrutinizes RO applications very closely now due to
past abuse of its tax exempt status. |
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| Conditions |
A representative office
(RO) in Thailand must be registered with the Thailand
Ministry of Commerce as such and is restricted to the
following types of activities:
-
Searching for local sources of
goods or services for its head office;
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Inspecting and controlling the
quality and quantity of goods procured by its head
office;
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Providing advice in various fields
relating to products directly sold by its head office
to local distributors or consumers;
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Disseminating information about
new products and services of its head office;
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Reporting to its head office
on local business developments and activities.
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| TRADE & INVESTMENT
SERVICES OFFICE (TISO) |
| |
| Incentives |
-
Permission to own land for an
office;
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Permission to bring in foreign
nationals to undertake investment feasibility studies;
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Permission to bring in as many
foreign technicians and experts as required;
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Permission to take or remit foreign
currency abroad; and
-
No limit on number of shares
owned by foreigners.
|
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| Conditions |
-
Applicants must be either companies
established under Thai law, or companies planning
to establish under Thai law;
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Operating licenses must have
been acquired from all relevant government agencies;
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Operating expenses must amount
to no less than 10 million Baht per year, which
shall consist of sales and administrative expenses,
as set forth in the Revenue Code;
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Operating plans must be approved
by the BOI;
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Majority or total foreign ownership
is allowed;
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Only non-tax privileges will
be granted
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A TISO will be limited to the
following activities:
| 7.1 |
Monitoring and/or
servicing affiliates; |
| 7.2 |
Advisory services
on business operations except those engaged
in buying and selling securities and foreign
currency exchange. As for accounting, legal,
advertising, architectural and civil engineering
businesses, business licenses shall be obtained
from the Department of Commercial Registration
or related governmental agencies prior to
promotion application; |
| 7.3 |
Information services
on goods sourcing; |
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Engineering and technical services,
except those related to architecture and
civil engineering;
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Testing and certifying standards of
products, production and services that
do not qualify for investment promotion
under activity 7.13 of the list of promotional
activities attached to Board of Investment
Announcement No. 2/2543;
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Export trading; Business activities
related to machinery, engines, tools and
equipment such as importing for wholesaling,
training services, installation, maintenance
and repairs and calibration that does
not qualify for investment promotion under
activity 7.14 of the list of promotional
activities attached to Board of Investment
Announcement No. 2/2543;
-
Software design and development that
does not qualify for investment promotion
under activity 5.8 of the list of promotional
activities attached to Board of Investment
Announcement No. 2/2543; and Wholesaling
products manufactured in the country
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| Company
Registration | Amity
Treaty | Representation
Office |