Best Investment & Business Structuring Lawyers in Bangkok

1. About Investment & Business Structuring Law in Bangkok, Thailand

Investment and business structuring in Bangkok involves planning how a business entity is formed, owned, and operated to meet regulatory, tax, and commercial goals. This includes choosing the right entity type, structuring shareholding to comply with Thai foreign ownership laws, and aligning governance with Thai civil and corporate requirements. The central authorities in Bangkok that oversee these matters are the Board of Investment (BOI), the Department of Business Development (DBD), and the Revenue Department.

Key elements include choosing between Thai and foreign ownership models, obtaining necessary licenses or promotions, and ensuring ongoing compliance with annual reporting, audits, and tax filings. Bangkok firms often pursue BOI promotions to access incentives or navigate foreign ownership restrictions for specific sectors. Understanding local practices helps reduce risk and speed up market entry.

In Bangkok, many multinationals structure operations through Thai subsidiaries or Thai SPVs to optimize control, tax, and regulatory compliance. Local counsel can help tailor a structure that harmonizes commercial objectives with Thai law, while keeping options flexible for future investment rounds. For current guidance, consult official sources from BOI and DBD.

BOI provides investment promotion and guidance for eligible activities, including eligibility for 100 percent foreign ownership in promoted sectors under specific conditions.

DBD governs company registration, corporate governance, and ongoing filing requirements for Thai entities, including foreign owned companies operating in Thailand.

Thailand's tax regime requires registration, corporate income tax filings, and value added tax considerations for businesses operating in Bangkok.

2. Why You May Need a Lawyer

• Setting up a Bangkok subsidiary with foreign ownership - You want to establish a Thai company to operate in Bangkok while ensuring compliance with the Foreign Business Act and potential BOI incentives. A lawyer can assess sector restrictions, prepare shareholding structures, and handle registration.
• Pursuing BOI promotion for 100 percent foreign ownership - If your sector qualifies, counsel can prepare the application package, coordinate with BOI officers, and help meet minimum investment and employment requirements.
• Acquiring a Bangkok-based Thai company and performing due diligence - A lawyer can review contracts, uncover hidden liabilities, and structure the share transfer while ensuring regulatory approvals are obtained.
• Licensing or compliance for restricted sectors - Businesses in sectors with licensing requirements or FBA limitations need tailored structuring and filing with the relevant authorities to avoid penalties.
• Land and property considerations for foreigners - Foreign ownership of land is generally restricted; counsel can advise on leases, structures, or Thai ownership arrangements to meet local rules.
• Cross-border investment, SPVs, and tax planning - For offshore to Thai investments, a lawyer helps set up SPVs, harmonize transfer pricing, and align with Thai tax rules to optimize compliance.

3. Local Laws Overview

• Foreign Business Act B.E. 2542 (1999) - Governs foreigners' participation in designated business activities and sets Lists of restricted sectors for non-Thai ownership and licensing. It forms the core framework for foreign ownership and operation of many Bangkok businesses.
• Investment Promotion Act B.E. 2520 (1977) - Establishes the Board of Investment (BOI) and provides incentives for promoted activities, including potential allowances for foreign ownership in specific sectors and projects in Bangkok.
• Civil and Commercial Code - Governs corporate formation, governance, contracts, and corporate transactions for Thai entities, including Limited Companies and Joint Ventures established in Bangkok.

Recent updates in investment and business structuring often involve updates to BOI promotion conditions or changes to licensing processes via the DBD. For current guidance, rely on official sources and sector-specific notices from BOI and DBD.

Official resources for reference include the Board of Investment and Department of Business Development, which provide up-to-date guidance on eligibility, minimum requirements, and process timelines.

4. Frequently Asked Questions

What is the Foreign Business Act B.E. 2542 and why does it matter?

The Foreign Business Act restricts foreign participation in certain business sectors and requires licensing or BOI promotion for exceptions. It directly affects how Bangkok companies structure ownership and operations. Understanding the lists of restricted activities helps you plan compliance from the outset.

How do I register a Bangkok company for foreign-owned activity?

Registering a Bangkok company involves choosing a legal form, preparing incorporation documents, and filing with the Department of Business Development. You may also need to obtain licenses or board approvals, depending on the sector. A lawyer can coordinate these steps and timelines.

When is a BOI promotion required to allow 100 percent foreign ownership?

A BOI promotion is not automatic for all sectors. It applies to targeted activities with incentives and can allow higher foreign ownership in promoted projects. Your lawyer can determine eligibility and prepare the BOI submission.

Where can I find official steps to register a company in Bangkok?

Official steps are published by the Department of Business Development. They include document requirements, director appointments, and registration fees. Consulting the DBD site helps you plan the submission package accurately.

Why do I need a Thai resident director for a Limited Company?

Thai law often requires at least one Thai director for certain company types and permits. A local director helps with compliance and smoother interaction with Thai authorities. Your lawyer can advise on suitable governance structures.

Can a foreigner lease land in Bangkok for business operations?

Foreigner ownership of land is generally prohibited. Leasing arrangements or ownership via a Thai-registered entity are common workarounds, but require careful planning and compliance with Thai land laws. Legal counsel should review lease terms.

Should I choose SPV or direct subsidiary for cross-border investment?

An SPV can isolate risk and simplify financing, while a direct subsidiary may simplify operations and compliance. The best choice depends on tax, regulatory exposure, and long-term exit plans. A lawyer can model scenarios with you.

Do I need to appoint Thai auditors or meet annual filing requirements?

Thai companies typically face annual financial reporting and possible audit requirements depending on size and sector. Your counsel can set up the proper accounting framework and ensure timely filings with authorities.

Is there a cost difference between registering a company and applying for BOI?

Yes. Standard company registration incurs government filing fees, while BOI applications involve additional promotion fees and potential advisory costs. Your legal advisor can provide a detailed budget for your case.

How long does it take to get a Bangkok company registered?

Company registration in Bangkok can take about 1-3 weeks after document submission, depending on completeness and back-and-forth with authorities. BOI approvals, when pursued, may take several months.

What is the difference between a Limited Company and a Public Company in Thailand?

A Limited Company is privately held with restricted share transfer, while a Public Company can offer shares to the public and requires more stringent governance and reporting. Your choice affects capital requirements and regulatory obligations.

Can I structure my investment to minimize Thai taxes legally?

Structured planning can optimize tax outcomes within Thai law, including transfer pricing, incentives, and regional structuring. Always ensure compliance to avoid penalties and preserve long-term value.

5. Additional Resources

• - Government agency that administers investment promotion and incentives, including eligibility criteria for promoted activities in Bangkok. boi.go.th.
• - Thai authority responsible for company registrations, corporate profiles, and compliance reporting for entities operating in Bangkok. dbd.go.th.
• - Government body handling corporate taxation, value added tax, and tax compliance for Bangkok-based businesses. rd.go.th.