thesestablish. There are 3 different types of businesses which can be registered:
Thai Limited Company
A Limited Company, particularly a Private Thai Limited Company, is the most popular form of business structures in Thailand. Its key features are:
The liability of the shareholders are limited to any amount left unpaid on their shares
There is a separation between owners and management
Section 1096 of the Thai CCC (Civil and Commercial Code) has provided that “A limited company is that kind of which is formed with a capital divided into equal shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them.”
The incorporation of a Private Limited Company requires:
- A minimum of three promoters
- At least one director
- An auditor
- A memorandum of association
- A statutory meeting
- Registration of the incorporation papers
Thai limited companies are the most common form of business registration in Thailand. We are a full service Thai law firm. Let our Thai lawyers or any of our foreign lawyers provide you with guidance when registering your limited company in Thailand.
The Ordinary Partnership
The Ordinary Partnership is a business set up by a minimum of two persons.
The persons are joint partners who share unlimited liability for all the Partnership’s obligations.
It is not mandatory to register an Ordinary Partnership but partners can choose to do so as provided in Section 1064 of Thai CCC, reads in part “An ordinary partnership may be registered.”
Each partner is, jointly and severally, personally liable for debts and taxes of the partnership. For example, if the partnership assets are insufficient to satisfy a creditor’s claims, the partners’ personal assets are subject to attachment and liquidation to pay the business debts.
Each partner may be held jointly and severally liable for a co-partner’s wrongdoing or tortuous act (e.g. the misapplication of another person’s money or property).
Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners.
A Limited Partnership is in several ways similar to an Ordinary Partnership, though it provides for two types of partners. One partner whose liability is limited and the other partner whose liability is unlimited.
Unlike an Ordinary Thai partnership, Limited Partnerships must be registered.
We are a full service Thai law firm. Let our Thai lawyers or any of our foreign lawyers provide you with guidance when registering a partnership in Thailand.
Thai Representative Office
Setting Up of Representative Office in Thailand
Certain conditions apply to those Thai representative offices which require a Foreign Business License. It is important to clarify beforehand what constitutes income and subject to Thai taxes.
A Representative Office is limited to the following activities:
- Reporting on business movement in Thailand
- Providing advice related to products that are being sold to distributors or customers
- Sourcing goods and services in Thailand
- Inspecting and controlling the quality and quantity of goods purchased or ordered to be manufactured in Thailand
- Introducing information regarding new products or services
To fully understand the conditions which pertain to a Representative Office in Thailand, contact any of our Thai lawyers or any of our foreign lawyers to provide you with guidance when considering to open a representative office in Thailand.
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Grace, SILU Legal business services coordinator