The Umpire Legal team has in-depth knowledge and experience to be able to efficiently assist you in registering your Representative Office here in Thailand. Our lawyers are proactive in taking the necessary steps to complete the registration, and are highly responsive to your queries and concerns.
Overview of Representative Office in Thailand
- Business activities performed on behalf of their foreign head offices subject to restrictions
- Must obtain Foreign Business License
- Capital requirements – 3 million THB+
- Not allowed to earn income in Thailand
- Not subject to corporate income tax
If you have a foreign company registered overseas that has been operating for well over three years and would like to establish a Representative Office in Thailand for the purpose of studying the Thai market for business development purposes, you may do so through this structure which would also allow you to obtain a Foreign Business License from the Thai Ministry of Commerce.
It must be noted that a Representative Office is strictly subject to certain activities performed on behalf of their foreign head offices as follows:
- Searching for local sources of goods or services
- Inspecting and controlling the quality and quantity of goods purchased or ordered to be manufactured in Thailand
- Providing information concerning goods of the head office sold directly to local distributors and consumers
- Introducing new goods or services of the head office
- Reporting to the head office regarding business trends, developments and activities in Thailand
Therefore, a Representative Office in Thailand does not receive any revenue from providing services, and cannot receive purchase orders or make sales or negotiate business with third-parties. The expenses of the legal entity are paid entirely by its head office. Since it does not receive any revenue, a Representative Office is not subject any corporate income tax, except for interests on any remaining funds that it has received from the head office that is deposited in its bank account. Furthermore, a Representative Office is defined by government regulations as the office that a foreign company sets up in Thailand in order to engage in the “international trading business”.
The application process for registering a Representative Office in Thailand requires the company documents of the foreign head office to be notarized, and a complete business plan to be provided for the intended activities to be carried out in Thailand. Please find here a list of documents which should be prepared for the application to be submitted at the Ministry of Commerce:
- A copy of a certificate or evidence of juristic person status containing particulars of the company’s name, registered capital, business objectives, official place of business, list of members of the board of directors and authorized signatories of the juristic person
- A letter of appointment of an individual in Thailand (may be a foreigner or Thai national) issued by the authorized signatory of the foreign juristic person for appointment as the agent to be in charge of the operations in Thailand on behalf of the juristic person
- A copy of the appointed individual’s passport, identification document for foreigners or identification card as well as house registration or certificate of residence in Thailand, or evidence of permission to enter Thailand for temporary stay under the immigration laws
- A declaration by the foreign juristic person certifying that the applicant, directors, managers and appointed individual satisfy the qualifications and do not possess any prohibited characteristics under section 16 of the Foreign Business Act, B.E. 2542 (1999)
- A map indicating the approximate location of the place of business operation in Thailand
- A power of attorney in the case where another person has been authorized to act on the applicants behalf for establishment of the Representative Office in Thailand
- Other evidence or documents, such as confirmation from the head office of the salary and other remuneration of the person in charge of the operations in Thailand, the head office’s annual audited financial report for the last three years, and so forth
- A declaration detailing the type of business for which a license application is made for the establishment:
- The type of business for which the application is made, including the stages of operations
- An estimate of the expenditure as regards the amount of funds which the applicant will expend in Thailand for the acquisition of fixed assets and for the operational expenses of the business in each year over a period of three years or over the actual period of business operation in the case where the business was operated for less than three years
- The size of the operations
- The size of workforce in Thailand employed by the applicant
- A plan for the import of foreign technology and the transfer of technology
- A plan for research and development, with an explanation of the working plan for the proposed research and development
- The intended period of business operation
- The overall benefit to the economy which Thailand is expected to receive from the business operation
As for most foreign companies in Thailand, the minimum capital to be injected for the operations in Thailand is at 3 million THB. This amount must be transferred into Thailand as per the schedule provided by the Ministry of Commerce upon approving the establishment of the Representative Office in Thailand.
Please contact Umpire Legal if you have an interest in registering a Representative Office in Thailand for your foreign business.