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Foreign companies may carry out certain business in Thailand through a branch office which is setup in order to control various business activities in Thailand of their mother or parent company overseas. However, the liabilities of a branch office remain with the parent company. A branch office would need to have the same name as the parent company. Branch offices are required to maintain accounts only relating to the branch in Thailand.
If the branch office violates any law in Thailand, the foreign corporation having a branch office in Thailand could be exposed to civil, criminal and tax liability. The foreign head office is required to appoint at least one branch office manager to be in charge of operations in Thailand.
There is no special requirement for foreign companies to register their branches in order to do business in Thailand. However, most business activities fall within the scope of one or more laws or regulations that require special registration (e.g., VAT registration, taxpayer identification card, Commercial Registration Certificate, Foreign Business License, etc.), either before or after the commencement of activities. Therefore, foreign business establishments must follow generally accepted procedures.
Please note that the branch is part of the parent company and therefore the parent retains legal liability for contracts, and for any wrongdoing done. For tax purposes, a branch is subject to Thai corporate income tax on income derived from its business operations in Thailand. It is important to clarify beforehand what constitutes income that is subject to Thai tax because the Revenue Department may consider revenue directly earned by the foreign head office from sources within Thailand to be subject to Thai tax. Therefore, for tax purposes, a branch office is required to apply for a taxpayer identification card and VAT certificate (if applicable) and to file annual corporate income tax returns with the Revenue Department.
A branch office of a foreign entity cannot carry out any reserved business without a Foreign Business License. A condition for approval of a Foreign Business License for a branch of a foreign corporation is that minimum capital amounts to no less than three million baht and is brought into Thailand within four years of start-up. The branch may allowed to operate for a period of five years, unless a shorter period is applied for. Extension of the original duration of the license to operate may be granted, provided that the working capital to be brought into Thailand requirement is met.
On behalf of international clients, a corporate lawyer in Thailand with a depth of experience can assist in setting up and registering Thai and Amity treaty companies. Our legal counsel and business consultants are strong in business and conflict resolution experience. That depth of experience, coupled with a contemporary perspective, means our corporate lawyers and business consultants tend to be forward- thinking and innovative in satisfying client needs.
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