Category: Company Law

Withholding Tax for Sale of Property with Co-Owners

According to Thai Revenue Department regulations1, when the immovable property, such as land, with co-owners is sold, then payment of withholding tax when the transaction is registered at the Land Office shall apply as if the co-owners are engaged in an ordinary partnership according to Section 1012 of the Civil and Commercial Code2; in other […]

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Operating as a Foreign Business in Thailand: Pros and Cons

When doing business in Thailand, one has the option of operating in a joint-venture with majority Thai ownership or as majority or solely foreign-owned firm. Although Thai law is restrictive of how foreigners are able to operate the business, it nevertheless does allow majority foreign ownership of the business and foreign entrepreneurs to engage in […]

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Capitalization for Foreign Business in Thailand

The Foreign Business Act of 1999 restricts and regulations foreign business activity in Thailand in order to protect Thai businesses and one of the ways it does so is through specifying rules regarding the capitalization of foreign businesses in Thailand. Notably, although retail is restricted under (14) of Annex 3 of the Foreign Business Act, […]

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Withdrawal of Shareholder Meeting Resolutions

A basis for withdrawing a resolution passed by a shareholder meeting of a Thai limited company is that the resolution was passed through bad-faith. Section 5 of the Civil and Commercial Code provides that “Every person must, in the exercise of his rights and in the performance of his obligations, act in good faith.” Furthermore, […]

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Limiting the Authority of a Company Director

When foreign investors do business in Thailand, it is often more expedient to hire a Thai person to serve on the board of directors along with the foreign directors. Generally, Thai law does not require a limited company to have a Thai national to serve on the board of directors. Furthermore, maintaining control of the […]

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Requirements for the Application of Foreign NGOs in Thailand

In the previous articles, we went into some detail regarding the operation of foreign NGOs in Thailand, including a list of information that a foreign NGO must submit to the Committee if it wishes to establish an office in Thailand or to send any of its official to work here. However, we also discussed that […]

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Primary Laws Governing the Operations of Foreign NGOs in Thailand

As mentioned in the previous article (Operating a Foreign Non-governmental Organization in Thailand), one of the two primary laws governing the operations of foreign NGOs in Thailand is the Regulations of the Ministry of Labor and Social Welfare on the Entry of Foreign Private Organizations to Operate in Thailand B.E.2541 (1998). The aforementioned regulations detail […]

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Operating a Foreign Non-governmental Organization in Thailand

Non-governmental organizations (NGOs), both domestic and foreign, play an important role in advancing civil society and economic development in Thailand. Foreign NGOs represent a potential source of technological transfer and material support, which is vital for a developing country. However, international organizations that may be interested in operating in Thailand must first contend with a […]

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Authority of Company Liquidators

When a company is dissolved in Thailand, it must thereafter be liquidated, wherein its debts are paid, its assets are distributed to the shareholders, and all of its other remaining affairs are settled. During the liquidation phase, company liquidators must be appointed in order to conduct the aforementioned duties. The company liquidators will have the […]

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Company and Partnership Offenses in Thailand

Thailand has strict laws regulating the operation of companies and partnerships. Unlike in some other jurisdictions, violations of company and partnership laws are criminal offenses in Thailand and may result in either imprisonment or fines depending on the severity of the offense. Therefore, it is imperative, especially for foreign entrepreneurs who are less familiar with […]

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