It is usually advantageous as a foreign investor in Thailand to have a Thai business partner. However, foreign investment in Thailand is restricted only in certain key industries.
Whether you are Thai or a foreigner, you can engage in business in the form of single proprietorship, limited company, joint venture, partnership, a branch of a foreign corporation or a representative office.
As unregistered ordinary partnership means that all the partners in the company are jointly liable without any limitation on the partnership’s total obligations. If a new partner joins the unregistered partnership, he immediately becomes liable for all the obligations incurred even prior to him joining the partnership. A partnership like this is not considered a legal entity under Thailand investment law and it is subjected to tax as if it were an individual.
You can also register your partnership with the Commercial Registrar and this will make your partnership a juridical entity. A registered partnership is treated as a corporate entity when it comes to income tax.
A limited partnership refers to a partnership where the partners’ individual liabilities are limited to their respective contributions to the partnership, and one or more partners are jointly liable without any limitation on all the obligations of the partnership. This type of partnership is treated as a corporate entity for income tax purpose.
Private Limited Company
A private limited company in Thailand can be owned wholly by foreigners. However, in business activities reserved for Thai nationals, foreigners can participate up to 49 percent.
In a private limited company the liability of the shareholders is limited to value of the authorized capital. However, the liability of the directors may be unlimited if the same is provided in the company’s memorandum of association or in the articles of incorporation. Usually a limited company is managed by a board of directors according to the company’s charter and by-laws.
Public Limited Company:
The provisions of the Limited Public Company Act of 1992 allow a private company to become a public company. A private company cannot offer shares to the public while a public company can.
If the public company was incorporated in a foreign country then it can establish a branch office in Thailand to do business and this branch office is required to maintain only those accounts which are related to its activities in Thailand. In order to open a branch office for a foreign corporation, it must bring a minimum capital of 3 million baht into Thailand.