The most commonly used types of Company registrations in Thailand take on the following forms:

• Thailand Sole Proprietorship

A sole proprietorship is a solo-owned business by a single natural person.Thailand sole proprietorship is restricted to foreign nationals living in Thailand.

• Thailand Partnerships

Thailand partnerships are contracts for an organization of two or more persons engaged in a business venture in which the profits and losses are shared proportionally. There are different types of business partnerships in Thailand. The legal responsibilities attached to the partners vary in the different types of partnerships although the general rules governing all types of Thailand partnerships are similar.

1. Unregistered Ordinary Partnerships

Business partners in an ordinary partnership in Thailand are equally liable for all obligations and debts of the partnership. This type of partnership is not required to register with the Thai Commercial Registration Office (CRD) so that the partnership is taxed at the rate applicable to individual partners.

2. Registered Ordinary Partnerships

A registered ordinary partnership in Thailand is registered with the Thai Commercial Registration Office. This type of partnership is taxed as juristic person. Registered ordinary partnerships are required by Thai law to submit an annual financial report and pay corporate income taxes. However, incomes may also be reported on individual partner’s tax returns.

3. Limited  Partnerships

A limited partnership in Thailand is required to register with the Thai Commercial Registration Office. Limited partnerships are taxed as juristic person and required to submit a financial report every 12 months.  The partners in a limited partnership are classified into two:

General partners– this type of partners in a limited partnership are financers. General partners are liable to the partnerships’ financial obligations and have full authority to manage the business.

Limited partners – a limited partner‘s liability is limited to the amount of money or valuable assets invested in the business.  Limited partners do not have the authority to manage the business.

• Thailand Limited Companies

Limited companies are probably the most commonly used business structure in Thailand particularly for non-Thais.  Limited private companies in Thailand are required to register a Memorandum of Association and Articles of Association. A Thailand limited private company must at least have 3 shareholders. A limited private company with a non-Thai national with more than 49% shares of the company is generally subject to the restrictions of the Foreign Business Act.

Read More:  Company Registration Thailand

The US- Thai Amity Treaty provides US citizens special rights to run businesses in Thailand and also provides Thai citizens special privileges to run businesses in the USA. The treaty allows US citizens in Thailand to hold a majority of shares in companies engaging in certain business enterprises in which majority ownership is generally restricted to Thai citizens under the Foreign Business Act.

Companies with the following requirements may qualify to register under the Treaty of Amity:

• At least 51% of the company shares must be own by American citizens.
• In general, the company directors must be American citizens.

Treaty of Amity business capital requirements:

• Businesses not restricted under the Foreign Business Act must have the capital requirement of 2 million Baht for a Treaty-protected company.
• Businesses that are required to obtain a Foreign Business License under the Foreign Business Act must have the minimum capital requirement of 3 million Baht for each business activity.

The primary benefit of the Amity Treaty to US citizens in Thailand is to manage and own companies in Thailand without needing majority Thai shareholders. In other words, foreigners who are not US citizens would normally require a Thai partner holding 50% or more of the shares in the company to legally conduct business in Thailand.

The Amity Treaty provides Americans an exception to the “Thai partner” requirement that is not available to other nationalities. However, the right is limited and does not apply to all types of business activities.