Branch of a Foreign Corporation
A company incorporated under foreign laws may establish a branch office to do business in Thailand. It is important, however, to clarify beforehand what constitutes income subject to Thai tax as the Revenue Department may consider revenues directly earned by the foreign head office from sources within Thailand as subject to Thai tax. Working capital must be 5 million Baht and brought into the country. The branch is permitted to operate as such for a period of five years.
Representative or Regional Office
A foreign entity may establish a representative office in Thailand to engage in limited non-revenue-earning activities such as research, marketing etc. Working capital must be 5 million Baht and brought into the country. The representative office is permitted to operate as such for a period of five years.
Branch, Representative of Regional Office:
Foreign corporations wishing to do business in Thailand through a branch or representative office must submit the following documents, which should be notarized and certified by the local Thai consulate or embassy.
These documents must not be more than six months old at the time of submission to the Commercial Registrar. These documents are:
• Articles of Incorporation or Memorandum of Association.
• Bylaws or Articles of Association.
• An affidavit of the manager or corporate officer, stating the following:
• Name of the corporation, registration number, and date of registration;
• Address of the registered office;
• Jurisdiction under which the corporation is registered;
• Name, address, nationality, age and race of each director; the number of shares held by each; and identification of the director(s) with the power to bind the corporation;
• the authorized capital stock of the corporation, number of shares and par value of each, and amount of paid-up capital stock; and
• the total number of shareholders, their nationalities, and the number of shares owned or held by each national group.
A power of attorney for the manager in Thailand, giving him, in addition to the normal powers, the power to register the branch or representative office with the pertinent Thai Government authorities and to act as the manager thereof.
The above documents must be submitted to the authorities who, sometimes, may require additional documents, depending on the particular case.
A representative office is not allowed to earn income in Thailand. The activities of a Representative Office are strictly limited to the following:
• Sourcing goods or services in Thailand for a Head office.
• Checking the quality and quantity of goods purchased or manufactured in Thailand.
• Giving advice regarding goods sold to agents or consumers
• Information regarding new goods or services.
• Reporting and analyzing activities