Forms of business organization in Thailand: for local and foreign investors

Thailand offers various forms of doing business suitable for both local entrepreneurs and foreign investors. Below is an overview of the key legal structures, including both local companies and forms for foreign presence.

1. Thai legal entities

1.1 Private Limited Company

The most common form of business in Thailand.

Minimum of two shareholders
Liability limited to the unpaid value of shares
Cannot offer shares on the stock exchange
A director is not required to be a shareholder
Minimum paid-up capital at registration — 25%
Tax incentives available if capital does not exceed THB 5 million and annual revenue does not exceed THB 30 million

This is the structure most commonly used by foreigners starting a business in Thailand.

1.2 Public Limited Company

Suitable for large companies planning to access capital markets.

Minimum of 15 shareholders
Shares can be listed on the Stock Exchange of Thailand (SET)
Shareholders cannot sell shares within the first 2 years without shareholder approval
Board of directors must have at least 5 members, half of whom must be Thai nationals

1.3 Partnerships

Ordinary Partnership:

All partners have unlimited liability
May be registered or unregistered

Limited Partnership:

Includes limited partners and one or more general partners with unlimited liability

2. Structures for foreign companies

2.1 Branch Office

A foreign company may register a branch in Thailand. However:

Limited access to licenses and investment incentives
Cannot engage in restricted activities under the Foreign Business Act
Profit repatriation is subject to tax
Requires a Foreign Business License

Typically used by large international companies with established operations.

2.2 Representative Office

Cannot conduct commercial activities. It may:

Source products
Perform quality control
Provide advisory and informational services
Conduct market research

It is not subject to corporate income tax if operating solely on behalf of the head office but must maintain accounting records and file reports.

2.3 Regional Office

Engages only in intra-group support activities such as coordination, training, and management consulting.
Cannot conduct commercial activities. All expenses are covered by the head office.

2.4 Regional Operating Headquarters (ROH)

A Thai-registered entity serving group companies across the region.

Eligible for tax incentives if:

Paid-up capital ≥ THB 10 million
Serves entities in at least 3 countries
≥ 50% of income comes from abroad (≥ 33% during the first 3 years)

Additional BOI privileges may include:

100% foreign ownership
Simplified employment of foreign staff
Land ownership rights

What to choose?

Structure	Commercial Activity	Foreign Ownership	BOI Incentives	Simplified Registration
Private Ltd Company	✅	Yes (up to 49%, more with BOI)	✅	✅
Branch	✅	✅	❌	❌ (license required)
Representative Office	❌	✅	❌	❌
Regional Office	❌	✅	❌	❌
ROH	✅ (intra-group)	✅	✅	❌ (conditions apply)

Conclusion

If you plan to develop a business in Thailand, the most practical option is usually a Private Limited Company — with the possibility of 100% foreign ownership via BOI or with a local partner (nominee or actual). Alternative structures such as a branch, representative office, or ROH are generally suitable for companies that already have an established international presence.