We advise on company formation, foreign ownership under the Foreign Business Act, share transfers, director changes and commercial agreements. The work starts with whether a foreign-owned company may operate the business you have in mind and under which route, and ends with the documents that put the answer into effect.
What this covers
- Foreign Business Act analysis: how the business is classified and which route is open to it
- The routes to foreign ownership, and which one fits: BOI promotion, a Foreign Business Licence, the US Treaty of Amity, a treaty route such as TAFTA or JTEPA, or a Thai-majority structure
- BOI applications: eligibility, the activity category, the conditions attached, and the documents the Board expects
- Treaty of Amity certification for US-owned companies, and what it does and does not permit
- Company formation, including the memorandum, the articles and the statutory meeting papers
- Share transfers and the register entries that make them effective
- Director changes, changes of registered office and amendments to the articles
- Increases and reductions of registered capital
- Commercial agreements between the company, its shareholders and its counterparties
What you receive
You receive the filings and agreements the route requires, drafted and ready to lodge. Depending on the matter, that means:
- A written structure opinion: how the business is classified, which routes are available, and what each one requires of you
- Formation documents drafted for the business, with objects that match what the company will actually do
- Share transfer instruments, register entries and the resulting shareholder list
- Resolutions, minutes and registration papers for director and constitutional changes
- Commercial agreements in English, and in Thai where the counterparty or the registry needs it
How an engagement runs
- Scoping. A short call: the business, the money, the people and the timing.
- Quote. A written scope and a fixed fee, before anything is drafted.
- The ownership question first. We answer it before drafting anything that depends on the answer.
- Drafting and lodgement. You review, we revise, and we set out what is lodged where and by when.
What this does not cover
We do not do accounting, audit or tax filing, and we do not handle visa or work permit applications. Court proceedings are referred to Thai litigation counsel. The registers, minutes and annual filings that follow registration are handled under Corporate Compliance and Governance, and checking a company before you buy into it under Due Diligence and Risk. We describe what the law says about nominee shareholding, and we do not advise on it. We do not build a structure whose purpose is to present a business as something other than what it is.
Fees
Fixed fee, quoted in writing after scoping and payable in full before work begins. We do not bill by the hour. Government fees, registration fees and capital requirements are separate and are paid to the department that charges them.
Related reading
- Registered capital, paid-up capital and shareholders
- What a newly registered Thai company is usually missing
- Nominee shareholding in Thailand: what the law says
If you want a clear answer on whether your business can be foreign owned, and what the paperwork has to say, book a consultation. That question is worth settling before money moves.
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