Thailand Business and Company agreements: Online document service & legal

Most business activities in Thailand are prohibited or restricted for foreigners and fall within the scope of one or more laws or regulations which require approval (licensing) (e.g. a foreign business license under the Foreign Business Act) or permission by the Board of Investment. Businesses falling outside the FBA (unless subject to restrictions and requirements under other laws) may be operated freely by foreigners.

Most (small and medium sized) foreign entrepreneurs and foreign companies starting a business operation in Thailand do so through a Thai limited company. The foreigner operating through a Thai company is not restricted by the licensing structure under the Foreign Business Act and the Thai company can engage in businesses prohibited for foreigners in Thailand. The foreigner is under Thai law allowed to control and manage a Thai company. To be classified as Thai company the majority of the shares must be held by Thai nationals.

* Control and voting rights are under the present Foreign Business Act not used as a criterion in defining a company foreign (section 4 FBA). The previous 2007 amendments to change the foreigner definition in the Foreign Business Act did not pass. Foreigners are still allowed to have full control over a Thai limited company.

Company Legal and Thai/ English Document Service

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Limited companies in Thailand have basic characteristics similar to those of Western corporations. A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents. A limited company in Thailand must have a minimum of 3 shareholders who can be foreign or Thai. Foreigners are under the Foreign Business Act not allowed to use Thai 'nominee shareholders'. To prevent the use of Thai nationals as nominee shareholders the foreigner must comply with the Business Registration rules issued by the Ministry of Commerce. These rules aim to prevent the use of Thai nominee shareholders by foreigners.

Operating a business as a foreign company in Thailand

Foreigners (foreign companies) can operate as a foreign company in certain business categories with permission of the Board of Investment (see www.boi.go.th) or businesses under list 2 of the Foreign Business Act with approval from the Minister with approval of the Cabinet, or permission from the Director-General of the Department of Business Development with approval of the Foreign Business Committee for businesses list 3 of the Foreign Business Act (see www.dbd.go.th for guidelines of consideration on the permission for business operation of foreigners and application preparation handbook under the Foreign Business Act B.E. 2542).

Government Websites:

* Board of Investment
* Department of Business Development
* Ministry of Commerce
* Revenue Department
* Royal Thai Government
* Customs Department

A foreigner cannot perform any work or service in Thailand unless a work permit has been issued by the Alien Employment Division of the Labour Department and Social Welfare Ministry (read more in the work permit page).
Holding companies

Thai limited companies cannot be incorporated as a 'special purpose company' (i.e. land holding company) simply to hold land on behalf of foreigners . Since the first Land Office regulation issued May 25 2006 this option is clearly restricted and discouraged by the Thai government read more.
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