Business Advisory firm focusing on company setup in Thailand, including BOI application, Thai limited, Immigration and labor consulting.

Business Setup-Up – Overview

Introduction

The legal system of the Kingdom of Thailand is based on Civil Law, originating from Western Europe, but also heavily influenced by Common Law, as practiced mainly in the Anglo-American world. Thus, most forms a business can have in Thailand have a equivalent abroad. Besides the Constitution of Thailand which prevails over all other laws, the Thai legal system is mainly based on four basic codes: the Civil and Commercial Code, the Penal Code and the Civil Procedure Code as well as the Criminal Procedure Code.

In principle, we can distinguish between Juristic and Non-Juristic Persons. While juristic persons are governed by the Civil and Commercial Code,  Non-Juristic Persons are governed by the Commercial Registration Act. Other forms of corporate presence like Branch Offices, Representative Offices and Regional Operating Headquarters are governed by special laws and might be either Juristic or Non-Juristic Persons.

business in thailand

 A Juristic Person comes into existence by attaining the explicit endorsement of the legislature (e.g. registration process of a Limited Company). Non-Juristic Persons refers to a person that is not created but is born (e.g. natural persons). The main differences between Juristic and Non-Juristic Persons stem from differences in terms of liability, taxation, registration duties etc.

Forms of Legal Entities

The following graph gives a brief overview of the main differences among the legal entities displayed above:

business in thailand

In the next sections, the characteristics and specifics of Partnerships, Company Limited and Other Forms of Corporate Presence will be described in more detail. We will start with Partnerships, where we highlight the difference between Ordinary and Limited Liability Partnerships, we will move on to Limited Companies, where we distinguish between Private and Public Limited Companies, briefly show Special Forms of shareholding structures,  and conclude by characterizing Other Forms of legal entities.

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