LegalRecap

Weekly Recap: Structure Options for Foreign Investors

Siam Advice Firm•Legal Analysis

This week we explored the different business structures available to foreign investors. Here's your complete reference.

 

Structure Options Summary

Thai Limited Company

  • Most common choice
  • 49% foreign ownership limit (unless BOI/Treaty)
  • Full operational capabilities

 

BOI-Promoted Company

  • 100% foreign ownership
  • Tax exemptions
  • Best for tech and manufacturing

 

Branch Office

  • Extension of foreign parent
  • 3M THB capital requirement
  • Direct profit flow to parent

 

Representative Office

  • No revenue activities
  • Market research focus
  • Max 3 foreign staff

 

Control Mechanisms

  • Preference shares allow control while maintaining Thai majority on ordinary shares
  • Treaty of Amity gives Americans 100% ownership rights
  • Real Thai partners are essential—never use nominees

 

How to Actually Choose

A summary table only helps if you are honest about your stage. Before circling a structure, write three things down: your citizenship (Americans have options others do not), whether you will sign revenue contracts on day one or only research the market, and how much control you truly need on paper versus how much you are prepared to build through real relationships.

Most investors we work with start narrower than they first imagined—a representative office or a majority-Thai limited company—and upgrade once revenue justifies it. Structure follows strategy, never the reverse, and it is far easier to scale a structure up than to unwind one that launched too ambitious.

 

Decision Framework

| Your Situation | Best Structure | |----------------|----------------| | Tech startup | BOI-Promoted Company | | US citizen, professional services | Treaty of Amity | | Market testing | Representative Office | | Parent company expansion | Branch Office | | Need Thai partner | Ltd + Preference Shares |

 

Coming Next Week

We'll preview Tax Planning:

  • Thai tax overview
  • Corporate vs. personal tax
  • The 180-day residency rule
  • Planning for tax season

 


Related Service: Company Registration & Legal Services — Choose the right structure with expert guidance.

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Disclaimer: Siam Advice Firm is a private professional consulting firm. We are not a government agency and do not provide official government documents directly. We provide legal advisory and support services to ensure business compliance with Thai regulations.

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