Corporate & Business Advisory

In some sectors yes, in others no. The Foreign Business Act restricts a defined list of activities; outside that list, or through a Foreign Business Licence, BOI promotion or a treaty right such as the US Treaty of Amity, full foreign ownership can be lawful. The answer turns on what the business actually does, which is why the activity is analysed before the structure is chosen.

Nominee shareholding — Thai shareholders holding for a foreigner without genuine investment — is unlawful, and exposes the company, the foreign investor and the nominees themselves. Common is not the same as lawful. Where foreign control is the goal, we build it through the routes the law actually provides, and say plainly when the plan does not qualify for any of them.

This page answers which structure to use; Company Registration carries out the filings once that is decided. Most problems we are asked to fix later began as a structure chosen at the registration counter rather than before it.

Directly. Registered capital, Thai employee numbers and the entity type determine how many foreign staff the company can sponsor and on what terms — and a representative office cannot support the same plans as an operating company. If the plan includes people moving to Thailand, that requirement shapes the structure from the start.

No, but it costs more than getting it right first time. Capital increases, share transfers, objective amendments and licence applications can all move an existing company toward the right structure. We start by mapping what you have against what the plan needs, and price the gap honestly.

Yes — the law does not scale its requirements to your headcount, and several routine acts (capital changes, objective amendments, some transfers) are only valid on a properly convened resolution. The cost of doing this correctly is small and annual; the cost of reconstructing three years of missing minutes during a due diligence is neither.

More than most directors expect. Beyond the duty to act honestly and within the company’s objectives, specific statutes attach personal liability to the responsible director for tax, labour and certain regulatory failures. Knowing which obligations sit on you personally — and documenting the decisions you took — is the practical protection.

Often, yes — a template says nothing about your quorum needs, deadlock, share-transfer restrictions or reserved matters, and a company only discovers the gap during a dispute or a deal. Amending the articles is straightforward while everyone agrees, and very difficult once they do not.