Are you a foreign investor looking to open a partnership in Thailand? Here is what you should know. In this country, there are two types of partnerships:
- The Ordinary Partnership: this can be registered and unregistered. The undergistered one is a partnership where all the partners have joint and entire liability for all the obligations. If registered, the partnership becomes a legal entity. This legal entity is separate from the individual partners;
- The Limited Partnership: the liability of the distinct partner is limited to the amount of capital invested in the partnership. This kind of partnership has to be also registered.
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The ordinary partnership in Thailand
Joint liability means that every partner is liable for all the partners’ wrong actions. Entire liability translates to all partners being liable with their personal assets for debts and other obligations the partnership might be subject to, if the partnership’s assets are insufficient to fulfill the claims of the creditors. This entails that personal assets could be liquidated to pay the debts of the business.
When you open a partnership in Thailand as an unregistered ordinary partnership, it is a non-juristic entity treated as an individual for tax purposes.
| Quick Facts | |
|---|---|
| Types of partnerships in Thailand | Ordinary and limited |
| Minimum number of partners | Two |
| Limitations on the partner’s nationality | No |
| Conditions for residency for the partners | Not necessarily |
| Foreign-owned partnerships in Thailand | When owned more than 50% by foreign investors |
| Special provisions for foreign-owned partnerships | Subject to the Foreign Business Act |
| Option to partner with a Thai national or resident | Yes, in which case foreigners will not have majority shareholding in the partnership. |
| Ordinary partnership characteristics | The partners have joint and unlimited liability for the debts and obligations of their business. |
| Limited partnership characteristics | One partner has unlimited liability while the other(others) are limited up to the amount of their contributions. |
| Registered partnerships | Yes, when registered with the Thai authorities these receive a certificate of registration. |
| Unregistered partnerships | A partnership in Thailand can also remain unregistered. |
| Mandatory partnership registration | In the case of limited partnerships |
| Registration fee | Yes, as established by the authorities. |
| Partnership registration process | Handled by the appointed managing partner |
| Information disclosed about the partnership | The particulars of the partnership (name, address, statement made by the partners), information on the undertaken activity, contributions, identification details for the partners and the managing partners. |
The registered partnerships are registered with the Commercial Registrar, therefore constituting juristic persons, being taxed as corporate entities. The person responsible for this type of company registration in Thailand is the appointed Managing Director of the Partnership. The registration has to be made in the province where the head office of the partnership is located.
The fee for opening such a partnership in Thailand is THB 1,000 (approximately USD 28) for every THB 100,000 (around USD 2,820) of registered capital, with a minimum THB 1,000 fee and a maximum THB 5,000 (around USD 141) fee.
In case you would like to set up another type of company in Thailand, for example, a limited liability company, our team can help you.
The limited partnership in Thailand
A limited partnership must have one or more limited partners whose liability is limited to the amount of capital invested into the partnership.
Because a limited partnership is a juristic person, it must be registered with the Commercial Registrar. The person who is responsible for the registration is the appointed Managing Partner. The registration for opening this type of partnership in Thailand has to be made in the province where the head office of the partnership is located. Our Thai company formation specialists can give you more information on this matter.
The fees for registering a limited partnership in Thailand are the same as the ones for a registered ordinary partnership.
In regards to taxation, limited partnerships in Thailand are taxed as corporate entities.
Opening a partnership in Thailand will present a wide range of potential and opportunities, however, the founders will also need to observe the current tax and reporting requirements. The accounting for a partnership is lighter in comparison to the principles set out for corporations, however, for interested investors, our accountants in Thailand offer personalized assistance and advice.
If you need to know more, please contact our Thailand company formation professionals. They can help you with a wide range of corporate matters, from setting up companies to opening bank accounts in Thailand.