Registering a Company Under the Thailand Board of Investment

Registering a company under the Thailand Board of Investment is beneficial for foreign entrepreneurs. It enables them to receive more investment incentives than companies operating within normal industrial estates. This includes exemptions from corporate income tax and reductions of taxes on dividends paid to shareholders.

Non-tax incentives include reduced or no import duties on raw materials and lower costs of electricity, transportation, water supply and infrastructure installation. These perks are granted for varying periods of time.


A BOI-promoted company offers a lot of benefits and privileges for foreign business owners. However, it can also be very time-consuming and frustrating. It is important to follow all of the rules and regulations for the process. If you don’t, you could end up having to visit the BOI several times and re-submit your forms.

Besides reserving the company name, foreign promoters should prepare all necessary documents like MOA, application form and list of shareholders, declaration of company office and address, and more. They should use the company stamp when signing all the documents.

After the company is registered, it must submit the documents to the BOI within six months. The BOI officer will then review the documentation and interview the company. Once the company is approved, it will receive a BOI certificate. In addition, the company can benefit from various perks, including exemptions on import duties on machinery and raw materials. This will help it compete with businesses in the international market and grow its business in Asia.


If you want to register a company under the BOI, you must meet certain requirements. You must submit your documents and provide proof of funds. In addition, you must pay a prepaid tax of about half of the estimated annual profit. This money will be credited against your company’s future tax liability.

The BOI offers a wide range of benefits and privileges for companies that have been approved. These include 100% foreign ownership, reduced work permit and visa requirements, and other business benefits. In addition, a BOI-promoted company can deduct the cost of raw materials and machinery.

In order to qualify for BOI benefits, your company must be registered in Thailand and meet the requirements for each sector. Additionally, it must be owned by at least three people. Moreover, the shareholders must be natural persons and their details must be disclosed on a public file. The BOI will evaluate your application and notify you of their decision within seven days.


The registration process for a BOI-promoted company is quite time-consuming and there are several costs associated with the registration. These include legal fees and costs associated with office space, hiring staff, buying machinery, and more. These costs can easily add up to tens of thousands of dollars, which makes the process expensive and time consuming.

The BOI provides tax and non-tax incentives for companies that operate in targeted sectors of the economy. These benefits include up to 13 years of corporate income tax exemption, 100% foreign ownership, and work permit and visa help.

BOI-promoted companies are also exempt from paying import duties on raw materials and equipment. They can also receive deductions on transportation, electricity, and construction costs. In addition, they can hire foreign workers without meeting the four-to-one quota. The company can even own land in Thailand under certain conditions. Moreover, the company can transfer foreign currency abroad. All of these benefits make a BOI-promoted business an attractive investment option for investors.


A company registered under the BOI gets a whole host of benefits. It is not only able to enjoy tax exemptions but also enjoys a number of non-tax benefits such as streamlined visa applications for foreign workers and waivers on foreign land ownership restrictions.

A Memorandum of Association must be prepared which should include the company name, address, business objectives, share capital, types of shares (ordinary and preferred), names of promoters (there should be at least 3 promoters) and their contact details. A copy of the MOA must be submitted to the registrar.

The amount of taxes a company pays depends on the type and value of its investment in Thailand. The BOI offers tax exemptions and deductions for foreign investments in certain promoted activities such as factories, electronics, pharmaceuticals, regional financial centres, and more recently digital businesses. Other benefits of being a BOI-promoted business include reduced immigration fees and relaxed rules for hiring skilled foreign employees.


Set Up a Representative Office in Thailand

A Representative Office in Thailand is an ideal business entity for conducting market research and finding new partners. It can be 100% foreign owned, but it must hire at least one Thai employee.

It can perform inspections on goods sent from the head office, and it can source products and services to send to the head office. It is exempt from income tax, but it must pay withholding tax on employees’ wages.

Legal Requirements

There are several legal requirements that need to be fulfilled before a foreign company can set up a representative office in Thailand. These include:

The requirements and procedures vary depending on the business type and industry, and there are often changes in the regulations. Therefore, it is advisable to consult with professionals who specialize in Thai company registration and setting up businesses in this country.

Generally, representative offices are exempt from paying taxes, since they do not generate income. However, they are required to comply with withholding tax obligations.

The representatives office must also report back to the head office about their movements in the country, so that the head office can make decisions regarding business development. The documents that need to be submitted include: a letter of appointment signed by the director; an investment plan for the first three years; financial statements; the address; and details of the directors, including their names, nationalities and the number of shares held.

Feasibility Study

A foreign company that wants to expand into the Thai market needs to conduct a feasibility study. This should cover the market potential, competition, and legal and regulatory requirements for setting up a representative office in Thailand. The research should also cover the costs and benefits of setting up this entity.

A representative office is a non-trading entity that carries out certain non-income-generating activities for the Foreign company. It can perform market research, source goods, inspect and control products, and offer advice regarding products sold to distributors or customers. However, it cannot conduct trading activities or generate income in Thailand. It also cannot accept purchase orders or make offers to sell goods to any natural or juristic person.

Moreover, a representative office can hire a maximum of two foreign employees to comply with labor laws in the country. In addition, it does not need to meet the quota of four Thai employees for one foreign employee that is required for a limited company.

Obtaining a License

The representative office manages service businesses in Thailand on behalf of the foreign head office or an affiliated company. It does not generate income in the Kingdom and is required to remit funds into Thailand for its operating expenditure.

It cannot accept orders or offers to buy and sell goods or services to natural persons or juristic persons in the country, nor can it negotiate business with any such persons. It can, however, conduct market research and find partners in the country.

To obtain a license for a representative office, the following documents are needed: the certificate of incorporation of the parent company and its financial statements; a letter of recommendation from the parent company; and a business plan outlining the intended activities of the representative office. Additionally, the manager of the representative office needs to submit a copy of his/her passport along with a non-immigrant visa and a power of attorney signed by the applicant (usually an outside lawyer). The license is issued within a week after submission of all the required documents.

Setting Up the Office

Setting up the office is a significant process and requires some investment, especially for foreign companies. It is recommended to consult with a professional business or legal advisor. Documents required include a certificate of incorporation from the head office and financial statements, letter of recommendation, the reason for establishing the Representative Office in Thailand, business plan for the first three years, budget for the office, machinery and equipment, and an affidavit that the Representative Office will be managed by an authorized signatory of the juristic person applicant with power of attorney to run the representative office.

It is important to note that a Representative Office cannot accept purchase orders or make offers for sale, nor negotiate business with natural or juridical persons in the Kingdom of Thailand. Nevertheless, it can perform other non-revenue-generating activities. A Representative Office is a popular choice for companies who wish to explore the market or allow their headquarters elsewhere to liaise with existing business interests in Thailand.


Thai Limited Company Registration

Company registration in Thailand is a complex process. It requires the preparation of several constitutive documents and follows accounting procedures governed by the Civil and Commercial Code, the Revenue Code, and the Accounting Act.

Firstly, the company name must be reserved with the Department of Business Development, which can usually be done within 1-3 days. Then the share structure must be defined.

Registration with the Department of Business Development

The Department of Business Development under the Ministry of Commerce regulates the process of registering a Thai limited company. The first step involves submitting a Memorandum of Association, which includes the company name and two alternative names that have been reserved, its business objectives, the province where it will be registered, its capital to be registered and the initial promoters/ shareholders.

It is necessary that at least three promoters/ shareholders are natural persons. Those promoters/ shareholders cannot be nominees, and must own at least one share of the company.

The MoA also needs to include a declaration that the liability of the shareholders is limited, and the amount of shares held by each shareholder. It must be signed by all promoters/ shareholders. This process takes a few days.

Drafting Articles of Incorporation and Bylaws

While there are several structures for setting up a business in Thailand, the most popular choice for foreign investors is the private limited company. This structure provides for maximum 49 percent foreign ownership, and it also supports work permits. For higher levels of foreign ownership, the investor would need to establish a BOI (Board of Investment) or register through the Treaty of Amity.

The next step in the process is drafting the company’s articles of incorporation and bylaws. This includes establishing the company’s share structure and identifying directors. It is important to note that bearer shares are not allowed in Thailand. Share certificates must be issued to shareholders and a record book kept at headquarters.

The company’s articles must contain certain required provisions, and there are also many optional provisions that can be included. These documents are filed with the Department of Business Development.

Convening a Statutory Meeting

When all shares subscribed for have been paid in, the promoters shall without delay hold a general meeting of share subscribers (the statutory meeting). This is where the regulations of the company are adopted and the board members elected.

There are no restrictions on foreign ownership of a Limited Company in Thailand, however certain business activities may require a work permit. In order to maintain a work permit, the company must show consistent business activity and must follow accounting procedures.

The directors must prepare lists of shareholders at the time of each annual shareholder’s meeting and a list of persons who no longer are shareholders from the date of the last meeting. The company must forward both of these to the Department of Business Development within 14 days of the meeting.

Obtaining a Business Name Board

A company that is registered allows third parties to examine the financial state of a company as well as its list of shareholders, directors, and other key details. This will give investors and other parties peace of mind knowing that a company is trustworthy.

A Thai limited company is a legal entity that is considered separate from its shareholders. This means that a creditor of a company cannot sue individual shareholders for debt repayment.

Before a company can be incorporated it must be proposed by its promoters and then approved by the Department of Business Development. A company must also file a Memorandum of Association and convene a statutory meeting. It should also register into the VAT system if required. If not, it may be eligible to apply for a tax ID number through the Treaty of Amity.

Obtaining a Tax ID Number

A registered Thai Limited Company is a legal entity that has its own rights, liabilities and duties independent from the shareholders. Any commitments or agreements made by the company bind only the company and not the shareholders, and third parties can hold the company liable for its debts.

To register a limited company in Thailand, you need to file a memorandum of association, convene a statutory meeting and register the company. The next step is to apply for a tax ID number and VAT registration (if applicable) with the Revenue Department.

A limited company in Thailand must have at least two shareholders and one director. It also needs to have a minimum of two million baht in registered capital, and must be fully paid up.


Thai Will and Succession

Inheritance in Thailand can be complicated. A properly drafted Thai Will by a lawyer can help minimise the difficulties.

When a person dies without a will, his assets are handed over to probate courts who determine beneficiaries and allocate his estate according to Thai inheritance law. This is known as intestate succession.


When a person dies in Thailand without making a will, statutory Thai inheritance law governs how his estate assets are distributed. The legal heirs are defined in Chapter V of the Thai Civil and Commercial Code. In most cases, the surviving spouse is considered a legal heir.

The surviving spouse may be entitled to 2/3 of the estate. If there are children, the children will be entitled to the other 1/3 of the estate. If there are siblings, the brothers and sisters of the deceased will inherit in equal shares. In most cases, if there are no other relatives, the surviving spouse is entitled to all of the estate.

Having a valid will is the best way to ensure that your property is disposed of exactly as you wish upon your death. To avoid intestacy, you should consult with a wills, trusts and estates attorney who can draft a legally enforceable will for you. A lawyer can also assist you with the probate process and administration of the estate.


Foreigners residing in Thailand have often accumulated assets, including land, in the Kingdom. Inheritance laws are complex and it is important to make a will both in your home country and in Thailand.

In the absence of a will the estate assets (including properties) will be allocated to the heirs according to Thai law. The heirs are classified into six classes: descendants; parents; brothers and sisters; half-brothers and half-sisters; grandparents; and uncles and aunties.

The spouse will receive fifty percent of the deceased’s estate assets and then the remaining assets will be distributed among the heirs. As this is a complicated process it is highly recommended that a foreigner have their will prepared by a qualified attorney in Thailand. This will not only help the heirs in accessing their inheritance but it may also help avoid litigation over the property. It will also save the heirs a lot of time and money.


A will is a legal document that specifies the heirs and their share in the testator’s property. It is the only way to ensure that a person’s property will be disposed of in accordance with his wishes after death. There are two modes of inheritance – testate and intestate.

If you die without a will, the state will inherit your assets and dispose of them as it sees fit. This can mean that your family may not get what you had hoped for.

Foreigners can make a will but if you have assets in Thailand it is important that you have one drafted by a firm that understands Thai law. This is because a valid foreign will that excludes assets in Thailand can lead to contests in court. A will drafted in Thailand by a lawyer with expertise in Thai law is more likely to hold up to challenge. In addition, a good firm can assist you in structuring your assets and estate so that they are more tax efficient in Thailand.


Currently, there is no specific Thai law supporting or regulating Trusts although it is possible for an experienced Thailand estate lawyer to draft private legal instruments that can simulate many aspects of a Trust arrangement. Generally, such an instrument must be properly documented and complies with the requirements of a Thailand Will.

Whether or not it is appropriate to use a Trust to transfer assets in a particular circumstance is dependent on the circumstances, and a thorough Thailand Will should always include provision for this. This may also involve other legal documents, such as a Letter of Administration.

In a Thai Will, a foreigner can include all their assets in Thailand, including investments, bank accounts and vehicles. However, there are complex processes and details that must be managed. Under Thai law, a reserved heir (children) must be disinherited under certain strict formal conditions. In other cases a family member can be named as an administrator of the estate, taking on responsibility to protect and handle the assets until the statutory heirs have reached the age of majority.


Property Title Transfer in Thailand

Property Title Transfer in Thailand can be a complicated process and there are specific procedures and requirements that must be followed. Obtaining the services of a qualified lawyer or a real estate agent who is knowledgeable about Thai land titles and procedures is highly recommended.

The buyer and seller must go together to the Land Department with supporting documents such as the title deed (Chanote) and sales and purchase agreement. The buyer is also responsible for paying a number of fees and taxes.

Legal Requirements

The property title transfer procedure in Thailand can vary based on the type of property and region. To ensure a smooth and legally compliant process, it’s recommended that buyers consult with legal professionals or experts familiar with Thai property law to guide them through the process.

Due diligence is a crucial step in the transfer process, which should include reviewing the title deed, land surveys, and ownership history of the property to ensure it’s free of any liens or disputes. It’s also a good idea to make arrangements for the transfer of utilities, such as water and electricity, into the buyer’s name to guarantee continuity of service.

To complete the process, both the buyer and seller must present themselves at the Land Department with all required documents. If either party is unable to attend in person, they can sign a power of attorney and choose someone else to represent them (this can be your Keller Henson team or a local property lawyer). You will then need to pay the appropriate transfer fees and taxes at the Land Office.

Due Diligence

Due diligence involves a thorough investigation of specific facts and details about a property prior to purchase. This includes a review of the land title deed and its history, possessors, and registered encumbrances; checking that the company is legally registered and that the ownership share is properly recorded; a survey of the land size, shape and orientation (to ensure that the land title accurately represents the offered property); and zoning law reviews concerning permitted uses of the property.

If the property consists of land and house or condominium, the seller should be able to provide a certified copy of the office government issued ownership’s title deed front and back sides and a previous land office sale agreement (where applicable). If you are purchasing off plan, the developer should be able to show you a complete building permit and a detailed blueprint. You will also need to check that the zoning laws have been adhered to.

Transfer Fees and Taxes

In Thailand, transfer fees and taxes are imposed upon the sale and transfer of real property such as condominium apartment, land or house. They include a government transfer fee, specific business tax (SBT), and income withholding tax.

Specific business tax is 3.3% of the government appraised value or actual sales price whichever is higher. In this example, if the sale price is 800,000 baht, specific business tax would be 16,000 baht.

Buyers and sellers must pay these fees and taxes at the land office when they are transferring ownership of the property. If the seller or buyer cannot physically be present, they can make an Ownership Transfer Power of Attorney and appoint someone to go to the land office on their behalf. It is important that the power of attorney follows strict standards that are regulated by the Land Office. This ensures that the process is completed correctly and that the document will be accepted by the department.


Throughout the process, legal professionals should be utilized to ensure that all necessary paperwork is complete. This includes performing extensive due diligence, verifying ownership history, examining the land survey records and checking for any liens or other issues that would prevent a transfer. It’s also important to make arrangements for transferring utilities and services into the buyer’s name at the land office.

Property law and procedures vary based on region and individual circumstance; therefore, consulting with legal professionals specializing in Thai real estate is advisable. They will be able to offer individualized guidance and assistance.

Nor Sor 3 Gor is the most secure form of land title document in Thailand. It grants the owner full ownership rights and can be sold, transferred, assigned, leased, mortgaged or passed on to heirs. This type of land title can be upgraded to a Chanote document. Most other land titles in Thailand are SK1 documents, which do not grant true ownership but only a right of possession with inaccurate surveyed boundaries.


Sales Contract Review in Thailand

A sales contract is a crucial document in Thailand’s vibrant real estate market, providing clarity, protection, and legal compliance for buyers and sellers alike. A professional review of the contract can help buyers avoid legal ambiguities and hidden clauses, reduce liability, and choose the right ownership structure for their purchase.


A sales contract is a legally binding document that lists the basic rights and obligations of both parties. It is usually written in Thai or English and should include a detailed description of the property along with penalties for breaching its terms. A thorough contract review is a must for buyers to protect themselves from legal pitfalls and hidden clauses that can result in costly litigation down the road. It also helps them decide on the best ownership structure for their purchase.

A legal expert who specializes in contract review can help clarify any ambiguity, reduce the liability of the seller, and strengthen their position in case of future disputes. They can also ensure that the information mentioned in the contract matches up with tax records, title deeds, and government permits. They can also check whether the land and property meet zoning regulations and environmental requirements. This due diligence service is essential for foreign buyers to avoid costly mistakes and receive a fair deal.


In any property transaction, a sales contract lays out all the terms and conditions of a sale. It’s a legal document that binds the buyer and seller, and it must be carefully reviewed by a lawyer before signing. The review process will clarify ambiguity and prevent hidden clauses that could lead to future legal disputes. It will also ensure that the information in the sales contract matches with the title deed and government permits.

The contract review process is especially important for foreign buyers in Thailand. A lawyer will examine the contract and point out any issues that need to be addressed. They will also check that the land and buildings on it comply with zoning regulations and environmental laws. This will help ensure that the property is a good investment for the buyer. The review will also help avoid common legal pitfalls that can arise when buying a property in Thailand. It will protect the buyer’s interests and reduce liability on both sides of the transaction.


A Sales Contract Review is a mandatory procedure that strengthens your position, reduces liability, and prevents legal ambiguities when purchasing property in Thailand. A lawyer will review your contract to ensure that it doesn’t contain hidden clauses that could lead to future disputes and to make sure that the property information matches government permits and zoning regulations.

A thorough contract review will help you avoid misunderstandings and legal disputes in the future, which will save you money and time. It will also ensure that your purchase complies with Thai law and that you receive a fair deal.

A skilled attorney can review your sales contract and make changes to it if necessary. He or she can also check that the property information in your contract matches the tax records, title deed, and government permits to ensure that you are getting a genuine deal. In addition, a lawyer can advise you on the best ownership structure to protect your interests.


A sales contract review is a due diligence service that prevents legal ambiguity, reduces liability on both sides of the deal, and strengthens your position in the event of a dispute. It also helps you choose the best ownership structure for your property and ensures that the information in your contract matches the title deed and government regulations.

A legal practitioner conducting the contract review should use other contracts already in existence as reference, and make comparisons to discover what needs to be included or changed in your contract. The contract reviewer for the seller should do the same.

A thorough contract review can save you time and money in the long run. It can help you avoid costly lawsuits and ensure that the property you are purchasing complies with Thai law. It can also provide peace of mind and protect you from a bad investment. This is especially important for foreign buyers, who may not understand the language or laws of Thailand.


Property Due Diligence in Thailand

Due Diligence is a general term used to describe the research and analysis carried out by a reasonable person in preparation for a business investment. This means taking extra precautions to avoid risks and liabilities.

Property Due Diligence in Thailand involves a physical inspection of the land as well as examining all legal documents involved. This includes checking the land title deed and evaluating building construction permits. It also checks for usufructs and servitudes such as a gas pipeline servicetude.

Visual Inspection

The property buyer needs to know what they are buying, and this is usually done by performing a visual inspection of the land or property. This involves checking the copies of the documents attached to the land or property and conducting a land title search at the land office.

A reliable charted surveyor will also check for land encroachment and other related issues. This is especially important for land or properties that have been sold off plan. For instance, the developers might have registered a servitude for a gas pipeline or power cables across the land. This needs to be checked in order to avoid any future complications such as having to pay for a liability insurance cover.

Moreover, the person conducting the due diligence should also conduct a legal background check on the developer such as reviewing the company registration date and shared capital; changes in the company name within three years; registered rights against the land; land taxes paid or to be paid and earlier transfer dates, etc.

Title Search

When buying land, houses or condominiums, it is important to check the ownership title deed and government permits. A reputable property lawyer in Thailand can assist you with this due diligence process. They will verify the seller’s identity and review their past transactions. This ensures that the seller has a valid and clear title to sell you the property and that they are not hiding any debts or other liens on their land.

They will also check the building permit and zoning laws. They can also help you to assess the developer’s background, especially if you are planning to buy off plan. There are many fraudulent dealers and developers out there that will take your deposit and then not build the project.

In addition, they will check whether the development encroaches on government land or is in an area that may be subject to future expropriation. They will also verify that the contract drafted by the seller is correct and free of any hidden costs or drawbacks.

Visit the Land Office

A visit to the land office is an important part of property due diligence in Thailand. This step ensures that the land description in the title deed matches the record held by the local land office. It also checks that the seller owns the land and has a legal right to sell it. It also examines any encumbrances on the land such as usufructs and servitudes (e.g. gas pipeline servitude).

It will also verify that the property is within zoning laws and has a building permit. If it does not, the buyer could be subject to fines from the local government. This is a key part of lowering the risk of an investment in Thailand. The comprehensive checks done in property due diligence can save investors from being scammed and losing money. They can also avoid expensive and time consuming litigation down the road. It is a process that will protect an investor’s long term interests in their place in paradise.

Contract Review

When investing in real estate, due diligence is an essential step. This involves a thorough inspection of the property as well as investigating all legal documents associated with the sale. Due diligence also includes evaluating the seller’s reputation and financial statements.

This is especially important in Thailand, where land ownership is complicated. In addition to a physical inspection, property due diligence requires researching the title deed and checking for liens or other attachments on the property. It’s advisable to hire a lawyer who is familiar with Thai property laws.

Besides the title deed, you should also check the initial environmental examination (IEE) and building construction permits. If you’re buying off plan, make sure the developer has enough money to complete the project before you make a payment. Otherwise, you could find yourself in a difficult situation. Acting with due diligence can save you from unnecessary legal problems.