Thailand company registration

Thailand company registration


Since 2003, Healy Consultants has been efficiently and effectively assisting our Clients with i) Thailand business registration ii) business licensing iii) Thailand corporate banking solutions iv) visa options and staff recruitment strategies and v) workspace rental solutions.

SummaryAmity Treaty LLC51% LLCFast solutionFree zone LLCThai ROHBranchRep officeThai PLC
Best use of company?US Citizens companyTrading companyQuick setupProduction companySupervise subsidiariesBank BranchMarketing, researchTrading Company
Legally tax exempt if properly structured?NoNoNoYesYesNoYesNo
Corporate bank account location?Kasikorn BankSCBANZHSBCANZKasikorn BankANZANZ
Client must travel to Thailand?NoNoNoNoNoNoNoNo
Can secure trade finance?YesYesYesYesYesYesNoYes
Limited liability entity?YesYesYesYesYesNoNoYes
VAT payable on sales to local customers?7%7%7%0%7%7%0%7%
Withholding tax on payments to overseas shareholders?15%15%15%15%15%10%0%15%
Average total engagement costs?US$15,837US$12,987US$19,650US$13,087US$15,925US$15,925US$15,925US$14,225
Average total engagement period?4 months4 months2 months3 months4 months3 months3 months4 months

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Accounting and tax considerationsAmity Treaty LLC51% LLCFast solutionFree zone LLCThai ROHBranchRep officeThai PLC
Statutory corporation tax payable?20%20%20%0%10%20%0%20%
Must file an annual Thailand tax return?YesYesYesYesYesYesYesYes
Effective corporation tax rate on net profits of US$250,000?20%20%20%0%10%20%0%20%
Must file annual financial statements?YesYesYesYesYesYesYesYes
Investment income is tax exempt in Thailand?YesYesYesYesYesYesYesYes
Access to double taxation treaties?YesYesYesYesYesYesYesYes
Monthly VAT reporting to the Government?YesYesYesYesYesYesYesYes
Legally tax exempt entity?NoNoNoYesYesNoYesNo
Dividends received are legally tax exempt?NoNoNoNoYesNoNoNo
Company registrationAmity Treaty LLC51% LLCFast solutionFree zone LLCThai ROHBranchRep officeThai PLC
Resident director\partner\manager required?NoYesYesNoNoNoYesYes
Minimum number of shareholders\partners?33333Parent companyParent company15
Minimum number of directors/managers?11111115
Minimum paid up share capital?US$60,000US$2,900US$2,900US$62,000US$285,906US$85,800US$85,800US$622,000
Shelf companies available?NoYesYesYesNoNoNoNo
Time to incorporate a new entity?8 weeks8 weeks2 weeks6 weeks6 weeks6 weeks6 weeks10 weeks
Can easily convert to a local PLC company?NoYesYesNoNoNoNo-
Can have preference shareholders?YesYesYesYesYesNoNoNo
Business considerationsAmity Treaty LLC51% LLCFast solutionFree zone LLCThai ROHBranchRep officeThai PLC
Can invoice local customers?YesYesYesNoYesYesNoYes
Can hire local staff?YesYesYesYesYesYesYesYes
Can rent local office space?YesYesYesYesYesYesYesYes
Secures a residence visa for business owner?YesYesYesYesYesNoYesYes
Good entity for trademark registration?YesYesYesNoNoNoNoYes

Average monthly office rental? (US$ per sq m)$25
Minimum statutory monthly salary?$198
Average monthly US$ salary for local employees?$386
THB deposit interest rate? (1 year average)2.80%
US$ deposit interest rate? (1 year average)1.4%
Overseas remittance currency controls?No
Public register of shareholders and directors?Yes
Banking considerations
Multi-currency bank accounts available?Yes
Corporate visa debit cards available?Yes
Quality of e-banking platform?Excellent

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  • Benefits and problems of registering a company in Thailand

    Benefits of Thailand company registration

      Thailand business registration facts
    1. It is possible to register a wholly foreign owned Thai limited liability company (LLC). It is especially easier for our American Clients to do so, thanks to the US-Thailand Amity treaty. Hence, if possible, Healy Consultants recommends using USA citizens as shareholders and directors for your Thai company. For the majority of our international Clients, Healy Consultants supplies passive USA nominee shareholders and/or directors; consequently, these Thai entities can invest in the majority of the country’s industrial sectors without a foreign business license;
    2. The Thai Government provides several tax incentives including:
      • Subject to the Board of Investment (BOI) approval, zero corporation tax is levied on companies who invest in designated industries including i) agriculture and agro-industry ii) alternative energy iii) automotive and iv) electronics and ICT v) fashion vi) entertainment vii) healthcare and viii) tourism services;
      • Business losses can be carried forward for up to 5 years;
      • A company may claim a 200% rebate on R&D costs, and a 200% deduction for job training expenses and for expenditure on salary paid to disabled employees;
      • Exports do not suffer VAT, customs or excise duties. Import duty imposed on materials imported for the production of goods that are then exported can be refunded by the Customs Department. Furthermore, exemption from customs duties on imported goods is granted when the goods are taken through a Free Zone.

    Problems with Thailand company registration

    1. Most businesses in Thailand require a majority of Thai national shareholders because majority foreign owned companies are restricted from doing business in several sectors. While it is possible to apply for a Foreign Business License (FBL) and hence avoid appointing Thai shareholders, it is rare for the Government to grant approval for a FBL. If required, Healy Consultants will supply professional passive nominee shareholders and/or director for our Clients. An Amity Treaty LLC can circumvent this requirement;
    2. Registering a company in Thailand is difficult because:
      • Companies with over 50% share capital held by foreigners are required to obtain a foreign business license before conducting business activities including i) tourism ii) sale of food and beverages iii) communications iv) legal services and v) construction. To secure this license, foreign companies are required to have i) share capital equivalent to 9 months of planned expenditures or ii) US$94,000 whichever is higher;
      • Foreign companies conducting non-restricted business activities are requested to inject at least US$63,000 paid up share capital;
      • Our Clients will find it difficult to register a Thai public limited company (PLC) because they require at least i) 15 shareholders and ii) 5 directors, half of whom must be Thai nationals. Furthermore, a PLC must inject a minimum share capital of US$622,000 before listing on the SET Index.
      • Administrative interactions with the Thai Government or Public institutions still require a Thai resident director to visit and sign documentation in person; preferably communicating in the local language. For example, when our Clients set up a telephone line or activates water and electricity for office premises. If required, Healy Consultants Group PLC will provide a professional passive nominee resident director until our Client appoints its own local director;
      • Before an Amity Treaty LLC Certificate is issued by the Thai Authorities, the USA director of the Thai entity must travel and stay in Thailand for a minimum of 3 nights. In addition, Thai banks usually request the director and bank signatory to travel to Thailand for a one hour interview;
      • Despite the fact that most of our Clients will need a local national director or shareholder to be appointed, article 36 of the Thailand Foreign Business Act, prohibits the use of Thai nominee shareholders and directors;

    3. Companies registered in Thailand suffer significant and increasing taxes because:
      • In Thailand i) corporate tax is 20% ii) withholding taxes are up to 15% iii) capital gains can be taxed up to 35% iv) the effective total tax rate for companies approximates 30% including corporation tax and VAT;
      • Our Clients incorporating in Thailand should be aware that taxes in Thailand might increase in 2016 because the government has committed to reducing its budget deficit since rating agencies are threatening a downgrade of Thailand’s debt;
      • A 10% branch remittance tax is imposed on after-tax profits repatriated to the overseas parent company;
      • Withholding taxes on payments to overseas parent companies suffer i) 10% on dividends ii) up to 15% on royalties and iii) up to 15% on interest even after the benefits of Thailand’s 56 double taxation treaties.

    4. Multinationals’ investments in Thailand are uncertain because:
      • Thailand is politically unstable following a coup in September 2006. Since then, Thailand is coping with a mini civil war that could jeopardize the security of existing and future foreign investment. To exacerbate this risk, the King of Thailand is in poor health and it is feared the Thai military will take complete control of the Government after his death;
      • Environmental disasters in Thailand have a tremendous impact on business operations. For example, devastating floods in 2011 cost resident businesses i) US$46 billion in damages and ii) up to 6 months of lost sales;
      • Our Clients should also be aware that bidding for government contracts is currently risky because i) Thailand is currently ruled by an unelected military junta ii) the next government may void contracts awarded since the May 2014 coup and iii) 86 year old King Bhumibol Adulyadej’s impending death could lead to even more political turmoil.

    5. Our Clients find Thailand a corrupt place to conduct business because:
      • It is common for employees and competitors to counterfeit foreign company products. Thailand is indeed ranked as the 104th country in the world for intellectual property protection;
      • Unfortunately to get business done, multinationals may frequently have to bribe corrupt Government officials. About 25% of businesses have reported bribing Thai officials in 2013 and businessmen consider corruption the most problematic factor for Thailand-based businesses;
      • When running into contractual problems with i) suppliers ii) customers and iii) business partners, multinationals cannot rely on Thai courts. Like most emerging markets, the judicial system favors its citizens.

    6. Thailand based companies find it difficult to hire quality employees because:
      • The paid up share capital must be increased by U$56,500 for every foreign employee hired. The ratio is 2 Thai employees for every USA citizen employee; and 4 Thai employees for every other nationality employee hired;
      • Our Clients face labor shortages in Thailand, as the current unemployment rate is low at 1%;
      • Foreign entrepreneurs may furthermore have trouble communicating with their employees, as only 30% of the population speaks English;
      • Firing a Thai employee is often an expensive decision. Severance pay represent on average 36 weeks of pay, the 11th highest figure in the world.

    7. Companies in Thailand suffer excessive administrative Government red tape including:
      • All outward fund remittances in foreign currencies must secure preliminary-approval from the bank after submission of an approval form and supporting information;
      • Multinationals can only import goods in Thailand for resale either retail or wholesale after i) the Thai subsidiary is granted permission by the Ministry of Commerce and ii) paid up share capital of at least US$3.3 million. There are no restrictions on the import of raw materials for manufacturing;
      • At the time of incorporation, all shareholders must be “natural persons”. However, after incorporation, shares can be transferred to a corporation;
      • Thai translations must be provided when filing i) tax returns and ii) audited financial statements;
      • Approximately 45 days following incorporation, officials from the Revenue Department will do a one-time inspection of the company premises;
      • Each calendar year, employers with 100 or more employees must arrange training for at least 50% of their employees, by headcount.

  • Best uses for a Thailand company

    1. Our Clients like to set up a Regional Head Office in Thailand because:
      • The Thai head office enjoys a mere 10% corporation tax on income received from subsidiaries including royalties, interest, and intellectual property and management fees. Dividends received from international subsidiaries are free of Thai corporation tax;
      • An ROH (regional operating headquarters) i) is permitted to own land in the country ii) is free of any currency controls and overseas remittance restrictions and iii) is free to employ unlimited expatriate talent;
      • Thai office rental costs and local staff salaries are low.

    2. Thailand is ideal for starting a manufacturing business because:
      • Our Clients are able to sell their manufactured goods abroad with a higher markup thanks to i) VAT exemption on all exports ii) custom duties exemption on all exports iii) low rental cost for industrial space at an average of US$6 per square foot per year;
      • Foreign investments in many sectors including i) electronic ii) chemical iii) paper iv) plastics and v) metal products will benefit from i) a corporation tax holiday of up to 8 years ii) exemption from import duties on machinery and raw materials iii) simplified customs procedures and iv) permission to own land;
      • Our Clients will find it easy to transport their goods because Thailand’s transportation network is considered the 3rd best in South East Asia including rail, sea, road and air;
      • Our Clients who incorporate in Thailand’s 12 Free Trade Zones enjoy advantages including i) VAT exemption ii) no import/export duties iii) up to 8 years of tax holiday for promoted activities and iv) permission to own land;
      • The Customs Department can refund import duties on materials imported for the production of goods which are then exported. In addition, if a manufacturing firm exports its products, it is possible, with certain guarantees and fees, to procure import duty exemption on materials to be incorporated in products manufactured under bonded warehouse status;
      • Exporters may obtain financial assistance from commercial banks in the form of packing credits, by means of promissory notes discounted at the rate prescribed by the commercial bank;
      • For all the reasons above, Thailand is Southeast Asia’s largest manufacturer of i) automobiles ii) hard disk drives and iii) rubber.

Frequently asked questions

Download the full Thailand country report here

Contact us

For additional information on our business registration services in Thailand, please email us at Alternatively please contact our in-house country expert, Ms. Chrissi Zamora, directly:
client relationship officer - Chrissi
Thailand securities and exchange commission The Thai chamber of commerce and board of trade of Thailand Thailand department of foreign trade - Ministry of Commerce Thailand department of business development - Ministry of Commerce Thailand board of investment