Best Investment & Business Structuring Lawyers in Ko Samui

1. About Investment & Business Structuring Law in Ko Samui, Thailand

Investment and business structuring law in Ko Samui follows Thai national laws and policies. The island operates within Surat Thani Province, but most regulatory processes occur at the national level through the Ministry of Commerce, Board of Investment, and related agencies. Structuring options commonly used on Ko Samui include Thai limited companies, Thai-foreign joint ventures, branch or representative offices, and promoted investment projects with incentives.

Key concerns for Ko Samui ventures include compliance with foreign ownership restrictions, land and property rules, visa and work permits for foreign staff, and sector specific licenses for tourism, hospitality, or wellness services. A carefully drafted structure helps meet regulatory requirements while aligning with tax, labor, and corporate governance standards. Working with a local legal counsel familiar with Samui’s regulatory environment reduces risk and delays.

On Ko Samui, the practical regulatory landscape emphasizes ongoing compliance and periodic filings, rather than one-off registrations. Businesses should plan for annual tax returns, corporate filings, and potential BOI reporting for promoted activities. Local counsel can coordinate with national agencies to streamline approvals where possible.

Source: Board of Investment (BOI) guidelines describe investment incentives, eligibility, and compliance for promoted projects - https://www.boi.go.th

Source: Ministry of Commerce and Department of Business Development outline foreign participation restrictions and company registration requirements - https://www.moc.go.th, https://www.dbd.go.th

2. Why You May Need a Lawyer

Immigration, corporate, and land law considerations on Ko Samui require specialized guidance from a qualified attorney. The following scenarios illustrate when you should engage legal counsel.

• You plan a tourism project that requires foreign participation while meeting local ownership rules. A lawyer can structure shareholding and voting rights to comply with the Foreign Business Act and BOI incentives.
• You intend to acquire land or build a resort on Koh Samui. An attorney can advise on lease arrangements, Thai ownership limits, and the best vehicle to hold the land for development while remaining compliant.
• You seek BOI promotion for a Samui project such as eco-tourism or wellness facilities. A lawyer can prepare the application, liaise with the BOI, and ensure compliance with ongoing reporting obligations.
• You need to establish a Thai company for island operations. A lawyer can handle company formation, share structures, director appointments, and statutory filings with the Department of Business Development.
• You must hire Thai employees and set up payroll, work permits, and compliance with Thai labor and tax obligations. Legal counsel can design compliant employment contracts and tax planning strategies.
• You are negotiating licensing for a hotel, spa, or restaurant. An attorney can secure permits, health and safety approvals, and any local licenses required by Samui authorities.

3. Local Laws Overview

Several key Thai laws govern investment and business structuring in Ko Samui. Understanding these laws helps you plan a compliant island venture.

Foreign Business Act B.E. 2542 governs whether foreigners may participate in specific business activities without a Thai national partner. The act sets restrictions that affect company ownership, management control, and permissible business sectors. The act is regularly referenced in investment planning and is a primary reason to consult a lawyer before structuring a new venture.

Investment Promotion Act and BOI framework establish incentives for promoted activities in Thailand, including tax exemptions, import duty relief, and other benefits. Projects in targeted sectors such as tourism and wellness may qualify with the right structuring and compliance measures. BOI guidance and approvals are central to obtaining incentives for Samui developments.

Civil and Commercial Code and Corporate Law framework govern the formation, governance, and dissolution of Thai companies, including shareholding, director duties, and statutory filings. The Department of Business Development administers registration and ongoing compliance for Thai companies and certain foreign-owned structures.

Recent trends on Ko Samui include a focus on sustainable tourism and foreign investment that aligns with island planning. Authorities encourage transparent ownership structures, robust due diligence, and timely reporting to avoid regulatory scrutiny. Keeping abreast of changes in foreign ownership interpretations and promoted activity criteria helps protect against missteps in island projects.

Source: Board of Investment (BOI) guidelines on promoted activities and foreign participation - https://www.boi.go.th

Source: Ministry of Commerce and Department of Business Development on foreign participation restrictions and company registration - https://www.moc.go.th, https://www.dbd.go.th

4. Frequently Asked Questions

What is required to start a Thai limited company in Ko Samui?

To start a Thai limited company, you must register with the Department of Business Development and prepare shareholding, directors, and memorandum of association. Foreign ownership rules may apply depending on the business sector.

How do I register a foreign-owned company with the Department of Business Development?

Register online or in person with documents including corporate objective, list of shareholders, and directors. You must also comply with shareholding requirements for the business sector and file annual accounts.

What is the minimum share capital for a foreign-owned company in tourism?

There is no universal statutory minimum capital for most Thai companies; paid-in capital should reflect business needs and lender expectations. Some licenses or BOI incentives may imply capital expectations for promotion eligibility.

How long does it take to obtain BOI promotion for a Samui project?

BOI promotions typically require 3-6 months from application to approval, depending on project complexity and due diligence. Enhanced documentation can shorten processing time.

Do I need Thai partners to own a business in Ko Samui?

Foreign participation restrictions under the Foreign Business Act may require Thai majority control in certain sectors. BOI promoted activities can provide pathways for foreign ownership under specific conditions.

How much tax will my company pay in Thailand on profits?

Corporate income tax generally applies at a rate of 20 percent on net profits. Rates and exemptions vary by business type, sector, and BOI status; consult a tax adviser for situs-specific planning.

What is the process to lease land on Koh Samui for development?

Foreigners cannot own land; long-term leases up to 30 years are common, with possible renewals. A Thai corporate vehicle or cooperative arrangements may be used for land access, under strict compliance rules.

Can I buy land in Ko Samui as a foreigner?

Direct land ownership by non-nationals is prohibited; alternatives include long-term lease, or ownership through a Thai-registered company with Thai majority control for specific uses.

What are the costs to hire a lawyer for structuring in Samui?

Lawyer fees vary by scope and experience, typically ranging from 3,000 to 15,000 THB per hour, or project-based fees from 50,000 to 200,000 THB depending on complexity.

How long does it take to complete a company registration in Surat Thani Province?

Company registration in Surat Thani Province generally takes 9-15 business days after submission of all documents, subject to completeness and authorities' schedules.

Is there a difference between a branch office and a representative office?

Branch offices can conduct business activities and generate income; representative offices cannot conduct sales and profits directly and are limited in scope. Structure choice affects tax and compliance obligations.

What permits are needed for opening a hotel in Ko Samui?

Hotel projects require local licensing, building and safety permits, fire safety approvals, health and sanitation clearances, and tourism-related permissions from relevant authorities.

5. Additional Resources

Access official government resources to support your investment structuring decisions on Ko Samui.

• Board of Investment (BOI) - Official source for investment incentives, eligibility, and promoted activities; provides guidance for foreign and Thai investors. https://www.boi.go.th
• Department of Business Development (DBD) - Registration, compliance, and governance requirements for Thai companies and certain foreign-owned structures. https://www.dbd.go.th
• Ministry of Commerce - Oversees foreign business restrictions and regulatory framework affecting investment structuring. https://www.moc.go.th
• Revenue Department - Tax obligations, corporate income tax, VAT, and other tax-related requirements for Thai entities. https://www.rd.go.th

6. Next Steps

1. Define your island business goals and preferred ownership model, including whether you seek BOI incentives or standard Thai corporate ownership.
2. Identify a Ko Samui attorney with proven experience in foreign ownership, land issues, and island regulatory approvals. Ask for recent precedents and client references.
3. Prepare a scope of work detailing company type, sector, share structure, and desired timelines for formation and licensing.
4. Schedule an initial consultation to review regulatory risks, required documents, and anticipated bureaucratic steps in Samui and Surat Thani.
5. Obtain an engagement letter, fee schedule, and a project timeline; request a written plan for land access or lease if applicable.
6. Submit, monitor, and adjust the application package with your lawyer, ensuring timely responses to authorities to avoid delays.
7. Confirm final approvals and implement robust corporate governance, compliance, and ongoing reporting procedures to maintain good standing.