The decision to open a subsidiary in Thailand is suitable for foreign companies interested in expanding to the Thai market, without the limitations that the branch often imposes on the parent company in terms of liability. The subsidiary is a Thai company, in which the foreign legal entity holds shares, thus remaining a separate business structure.
Registering and owning a private limited company in Thailand is permitted to foreign investors, however, certain limitations or restrictions may apply in selected business fields under the Foreign Business Act.
Investors who wish to open a subsidiary in Thailand in 2024 should consider discussing their options, and the requirements for special foreign business licensing and approval, with our experienced local team.
If you are interested in Thai company formation, our team can provide you with complete details not only about the branch and the subsidiary but also about other topics of interest, such as the use of the virtual office.
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The advantages of the subsidiary
The subsidiary is an independent legal entity in which a foreign company owns a significant percentage of the shares. Several important advantages include the following:
- It is a separate legal entity from the parent company abroad;
- The foreign company is only liable for its Thai subsidiary according to the ownership of shares;
- It has legal capacity, procedural and judicial capacity (can enter into agreements in its own name and can appear in court, during legal proceedings, in its own name);
- The subsidiary can engage in the same business activities as the parent company, however, it can also select other objects of activity, as needed and as permitted and licensed in Thailand.
Foreign investors, both natural and legal persons, are required to observe the provisions of the Foreign Business Act in terms of obtaining a foreign business license, and the needed permits and licenses from the Board of Investment and from other Thai authorities. Our team can give you details.
Subsidiary incorporation steps
The main steps required to open a subsidiary in Thailand in 2024 are largely the same as those required for company formation in Thailand for a private limited liability company. Our team lists them below:
- Choose the business form and decide on the shareholding structure;
- Choose an available company name and reserve the name as needed;
- Prepare the company’s constitutive documents (the Articles of Association and others, as needed);
- Decide on the company’s registered address in Thailand and prepare to open the bank account, along with preparing the share capital submission;
- Register the business with the Companies House.
Our Thai company formation agents can give you more details about each of these steps. Moreover, we assist foreign investors who wish to pursue the incorporation of a legal entity in Thailand through a legal representative. What this means is that, upon request, one of our agents can act on your company’s behalf for the purpose of registering the Thai subsidiary. We can provide details about this service as needed.
In addition to their proper registration with the Companies House, and to the requirements for observing the licensing required by the Department of Business Development for foreign businesses, subsidiaries also follow the accounting rules.
As a resident legal entity, the subsidiary will be subject to the following taxes in Thailand:
- 20% general corporate income tax;
- 10% value-added tax (reduced to 7% until 30 September 2024); some types of goods and services are subject to 0% VAT;
- 10% withholding tax on dividends, unless exempt through special provisions or an existing tax treaty;
- 5% social security contributions (up to a certain cap) of the employee’s monthly wage.
Our accountants in Thailand can give you more details about the taxes for corporations, as well as the annual filing and reporting compliance requirements.
Requesting the services offered by an experienced team of local Thai company formation agents is advisable when setting up a subsidiary in 2024, given the requirements for foreign business approval and licensing.
The Thai Board of Investment encourages foreign investments, and the country maintains an open policy that welcomes important projects. According to the country’s Investment Promotion Strategy, which is a 5-year plan from 2023 through 2028, the Board receives applications that focus on the following criteria:
- Innovation: with a focus on technology, innovation, and creativity;
- Competitiveness: are adaptive and generate high growth;
- Inclusiveness: reduce inequality, promote environmental and social sustainability.
For some investment sectors, clear criteria also apply, such as a condition for the value-added of the project to be of no less than 20% of revenues, in the case of companies in the service, industrial, and agricultural sectors.
Contact our team for assistance during the steps needed to open a subsidiary in Thailand, and also for ongoing assistance after company creation.