Thai Limited Liability Company
- In Thailand, the LLC can be wholly foreign owned and a minimum of one director and three shareholders must be appointed. A wholly-owned foreign company can be established. In the majority of cases, Thai citizens hold at least 51% of the shares, foreign-owned companies have some restrictions on business. When registering the entity, at least 25% of share capital has to be paid up. For a majority Thai LLC, it is required a minimum share capital of US$ 1.
- Thai LLCs must invest a minimum share capital of US$ 94,000 in restricted industries to hire expatriates and 63,000 US$ in other industries.
Thai BOI Company
- Foreigners willing to set up a BOI Company in Thailand need to submit an application to the local administration to secure promotion status. The capital to secure a BOI is fixed at $300,000 (THB1 million), usually a minimum investment of up to $500,000 (THB200 million) is required. BOI approval exempts companies from obtaining a foreign business license and benefits from a fast-track procedure.
- Entities benefit from tax incentives that include up to 8 years of corporate tax holidays, waived customs duties on imports of equipment and raw materials. BOI companies can sponsor qualified foreign staff for Thai work permits.
Amity Treaty LLC
- This entity can be wholly owned by American citizen, 3 shareholders can be American.
- At the time of company setup, the shareholders must be natural persons. Following the legal company registration, it can be transferred to a USA LLC.
- Amity Treaty LLCs are subject to a US$ 67,000 paid-up share capital. There are some industry sectors restricted for Amity Treaty companies. If the company needs to engage in any of the restricted business activities, the paid-up capital is US$ 94,000.
Thai Public Limited Company
- A Thai PLC requires 15 shareholders and 5 directors. Half of the five directors must be Thai residents. The required minimum share capital is US$ 1.
- PLCs do not need to be listed on the Stock Exchange of Thailand. A PLC requires a minimum share capital of US$ 622,000 for listing in the Market for Alternative Investment or a minimum of US$ 9.3 million registered capital to be included in the Stock Exchange of Thailand.
- Foreign companies are allowed to set up a branch in Thailand by applying to a branch license. Renewal of Branch Licenses is five years. Renewal may be granted provided the required working capital to be transferred to Thailand is met. Branch offices can be 100% foreign, and clients must obtain a renewable foreign business license every 5 years and send at least USD 156,000 to cover future expenses.
- The income earned by this entity is subject to normal Thai corporate tax, while the company does not have to pay tax on income earned from outside the country. A remittance tax of 10% must be paid on profits transferred from Thailand to the head office. Whereas the same must be paid within 7 days of the date of the remittance. The branch manager must be a Thai resident.
- A representative office can be 100% foreign owned and its not allowed to conduct direct sales in the country. It can only be engaged in the promotion of the business of the parent company,
- Although exempt from corporate tax, the representative office needs to have a corporate tax identification number. It must submit audited financial statements and submit income tax returns. The manager of the entity must be a Thailand resident.
Regional Operating Hedquarter (ROH)
- These entities can be involved in activities like research & development, product development, financial management for the region, consulting & management of Asian operations, training & personnel development in Asian offices.
- A Government approved ROH enjoys corporate tax rate at 10% on income received from subsidiaries including management fees, royalties, intellectual property and interest. Dividends received from foreign subsidiaries are exempt. ROH employees pay income tax at a flat rate of 15%. To enjoy benefits the entity must apply for investment promotion to the local administration and for a foreign business license.
- The Thai LLC must retain a paid-up share of US$ 310,000 and provide services to three different foreign companies to enjoy ROH status.
- Whereas in the first operational year, only 1/3rd ROH revenue can come from overseas subsidiaries and the rest from local sales. After 4 years, half of ROH’s revenue must come from service provision to its overseas companies or branch.
Thailand Limited Partnership
- This entity requires at least 2 persons, one of which is a limited partner and the other acting as a general partner. Foreign ownership is permitted, however certain business activities under the Foreign Business Act (FBA), require a Thai partner majority.
- An LP shall submit annual financial statements if its total revenue exceeds US$ 870,000 or if the registered capital exceeds US$ 150,000 or if the total assets exceed US$ 870,000.
- An LP is considered to be foreign if 50 percent or more of its shareholders are foreign or if the managing partner is foreign. In this case, the entity will be subject to restrictions on foreign ownership.