Representative Office Set-Up
A Representative Office is an oversea subsidiary of a foreign company providing services solely to its head office, its affiliated companies or group company in foreign countries. It is meant to be a non-revenue generating subsidy of the Head Office. The Head Office is expected to remit funds to meet the Representative Office’s expenses.
Characteristics of Representative Office
Since foreign owned, the rules of the Foreign Business Act apply. Representative Offices are operating under the “Other Service Business” category, listed in List 3 (21) attached to the Foreign Business Act. Thus, permission by the Director-General of the Business Development Department with the approval of the Foreign Business Committee is required for opening a Representative Office. For obtaining such a permission, the Representative Office must have three characteristics:
- A Juristic Person fully established in accordance with foreign law opens a Representative Office in the Kingdom of Thailand with the purpose of servicing the head office, affiliated companies or other group companies in a foreign country only
- The Representative Office renders its services to the above mentioned internal clients without income from services, except from supporting funds (e.g. for expenses the Representative Office might face servicing the head office) from the head office
- The Representative Office does not have the authority to receive or issue purchase orders or to conduct business with any other party, whether natural or juristic
Legislation requires that services provided by Representative Offices fall strictly into one or more of the following categories with the head office , affiliated companies or other group companies being the sole beneficiary of these services:
- Distribution of information about the companies’ goods and products
- Distribution advise
- Domestic sourcing services
- Quality control for products sourced in Thailand
- Market observation
Since Representative Offices do not engage in buying or selling of goods or services to other parties than the head office , affiliated companies or other group companies, Representative Offices are not subject to taxation in Thailand. Still, however, they are required to obtain a Corporate Tax Identification Number and submit Income Tax returns and audited financial statements to the Revenue Department and the Department of Business Development. Should the Representative Office nevertheless engage in any kind of income-earning activities, it technically violates the conditions of the granted license and is subject to taxation in Thailand.
Representative Offices need to to obtain permission to operate from the Director-General of the Department of Business Development with the approval of the Foreign Business Committee. For obtaining such a permission, the following conditions need to be met:
- Minimum capital of one million Thai Bath remitted to Thailand before commencement of business operation
- If additional loans are used to finance the Representative Office, the total amount of these shall not be more than seven times the total capital remitted
- At least one person of the persons running the Representative Office must have a residence in Thailand
- Financial statements need to be submitted to the Department of Business Development annually
- Whenever officials enquire, documents relating to the permitted business operation must be provided
For registering Representative Offices, an application fees of 2,000 Thai Baht is due. In addition, a registration fee equal to five Thai Baht for every 1,000 Thai Baht of the registered capital, with a minimum of 20,000 Thai Baht and maximum 250,000 Thai Baht needs to be paid.