Choosing the right company structure in Thailand is a critical decision that impacts your business’s operations, legal obligations, and growth potential. From private limited companies to liaison offices, each structure suits different business goals and industries. At TCG Thailand, we guide entrepreneurs through this decision, ensuring your company setup aligns with Thai laws and your strategic objectives. This guide explores the main types of companies in Thailand and helps you decide which is best for your business.
Why Company Structure Matters in Thailand
The structure you choose for your business in Thailand affects everything from ownership rules to tax obligations and liability. Thailand’s legal framework, governed by the Civil and Commercial Code (CCC) and the Foreign Business Act (FBA) 1999, offers several options for company formation, each with distinct advantages. For foreign investors, understanding these structures is key to navigating restrictions, such as the FBA’s limit on foreign ownership in certain sectors (e.g., media, agriculture), unless exemptions like a Foreign Business License (FBL) or Board of Investment (BOI) promotion are secured. Selecting the right structure ensures compliance while optimizing your business’s operations in Thailand’s dynamic market.
Private Limited Company: The Go-To Choice for Most Businesses
A Private Limited Company (LLC) is the most popular structure for both Thai and foreign businesses due to its flexibility and limited liability. Shareholders are liable only for their invested capital, protecting personal assets. Thai law requires at least three shareholders, and foreigners are typically limited to 49% ownership unless a BOI promotion or FBL allows more. The minimum registered capital is THB 1 million for a basic LLC, but businesses requiring work permits for foreign employees need THB 2 million per permit. LLCs suit a wide range of industries, including tech startups, manufacturing firms, and retail businesses, as they allow operational freedom while ensuring compliance with Thai regulations. For example, a foreign-owned e-commerce company might choose an LLC to sell products online, leveraging Thailand’s growing digital market, which reached THB 1 trillion in 2024.
Liaison Office: Ideal for Market Exploration
A Liaison Office, also known as a Representative Office, is a non-trading entity suitable for foreign companies looking to explore the Thai market without direct sales. It can conduct market research, promote the parent company’s products, or facilitate communication but cannot generate revenue in Thailand. Setup requires a minimum capital of THB 2 million, and the office must have at least one Thai employee for every foreign employee. Liaison Offices are perfect for industries like consulting, logistics, or manufacturing, where a foreign company wants to test the market before committing to full operations. For instance, a Japanese automotive firm might establish a Liaison Office to study Thailand’s EV market, which is projected to grow 30% annually through 2030, before setting up a factory.
Other Company Structures and Their Suitability
Beyond LLCs and Liaison Offices, Thailand offers other structures. A Partnership—either registered or unregistered—suits small businesses or professional services like law firms, where partners share profits and liabilities. A Registered Partnership requires at least two partners and offers limited liability for some partners, making it ideal for local SMEs in sectors like hospitality. A Public Limited Company (PLC) is designed for larger businesses planning to list on the Stock Exchange of Thailand (SET), requiring at least 15 shareholders and THB 10 million in capital. PLCs suit industries like finance or real estate, where raising public funds is a goal—SET-listed companies contributed THB 18 trillion to Thailand’s market cap in 2024. Lastly, a Branch Office allows a foreign company to conduct business in Thailand (e.g., banking, trading) but requires a THB 5 million capital and full liability for the parent company, making it suitable for established MNEs.
Key Considerations for Choosing a Structure
When deciding on a company type, consider your business goals, industry, and ownership needs. LLCs are best for operational businesses needing flexibility, while Liaison Offices suit market entry strategies without revenue generation. Partnerships work for small-scale, local ventures, and PLCs are for large firms aiming to scale publicly. Foreign ownership restrictions under the FBA mean you may need a Thai majority partner or a BOI promotion, especially in restricted sectors. Compliance costs also vary—LLCs require annual audits if revenue exceeds THB 30 million, while Liaison Offices must submit annual activity reports. Understanding these factors ensures your structure aligns with your long-term vision in Thailand.
How TCG Thailand Helps You Choose and Set Up
At TCG Thailand, we simplify the process of selecting and establishing your company structure in Thailand. Our team provides expert advice on the best structure for your business, whether you’re a tech startup needing an LLC or a multinational setting up a Liaison Office. We handle the entire setup process—name reservation, registration, and licensing—while ensuring compliance with Thai laws. With over 27 years of experience, we’ve helped businesses across industries, like a German logistics firm that set up a Liaison Office in 2024 to explore Thailand’s market, saving them THB 500,000 in setup costs. Let us guide you to a seamless start in Thailand.
