Best Investment & Business Structuring Lawyers in Phuket

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

Phuket follows Thai law for investment and business structuring, with rules that apply nationwide. Local practice often hinges on how foreign ownership, control, and operation are structured in a Thai entity. Key concepts include Thai majority ownership requirements, corporate governance, and licensing for restricted activities.

In Phuket, as in the rest of Thailand, investors frequently use Thai-registered companies to conduct business, while planning cross-border ownership and management. Practical structuring decisions affect licensing, work permits, tax, and potential incentives. A well-planned structure helps limit risk while aligning with Thai regulatory expectations.

Working with a Phuket-based legal professional can clarify how national law intersects with local permitting, licensing, and reporting. This guidance is especially important for tourism-driven ventures, property-related entities, and services subject to foreign ownership restrictions. The goal is to create a compliant, scalable framework for your Phuket operation.

2. Why You May Need a Lawyer

• Starting a Phuket-based business with foreign investment. A foreign-owned company may require Thai majority ownership in certain sectors and licenses. A lawyer can structure shareholding and draft a comprehensive Shareholders Agreement. This helps prevent disputes and ensures compliance with the Foreign Business Act B.E. 2542 (1999).
• Setting up a resort or hospitality project with Thai partners. Foreign shareholding limits and licensing requirements can be complex for hotels and guest accommodations. A seasoned counsel can negotiate Thai partner involvement, draft governance documents, and manage licensing timelines.
• Leasing land for a Phuket hotel or development project. Foreigners cannot own land outright, so a Thai-structured entity or long-term lease is typically used. A lawyer can draft lease arrangements, ensure compliance with the Land Code B.E. 2497, and address renewal options.
• Applying for BOI incentives for a Phuket operation. If your project qualifies, BOI incentives can include tax holidays and duty exemptions. An attorney can determine eligibility, prepare the application, and coordinate with BOI officials.
• Drafting complex cross-border contracts and internal governance. Thai contract requirements and corporate governance standards can be nuanced. A legal professional helps tailor contracts, limit risk, and align with Thai civil and commercial norms.
• Ongoing compliance and annual filings for Phuket-based entities. Thai companies must file annual accounts, prepare minutes, and maintain share registers. A lawyer can set up compliant processes and manage periodic reporting.

3. Local Laws Overview

Below are 2-3 key laws and regulations that shape Investment & Business Structuring in Phuket. Each law has a specific scope and practical implications for structuring, ownership, and operations.

Foreign Business Act B.E. 2542 (1999)

The Foreign Business Act restricts certain business activities to Thai nationals or companies with substantial Thai ownership. Foreigners typically require permission from the government to engage in activities listed as restricted. This law affects industry sectors including services, manufacturing, and some tourism-related businesses in Phuket. Enforcement policies have evolved over time, with ongoing emphasis on compliance and licensing for foreign investments.

Source: Official Thai government and regulatory context discussed by the Board of Investment (BOI) and related agencies. BOI - boi.go.th

Investment Promotion Act B.E. 2520 (1977)

The Investment Promotion Act establishes the framework for investment incentives via the Board of Investment (BOI). Projects that meet criteria may receive tax and import duty exemptions, among other benefits. Phuket projects in targeted sectors may qualify if they meet BOI standards and investment conditions. Recent activity in tourism and hospitality sectors often involves BOI consideration for incentives.

Source: BOI guidance on incentives and investment promotion. BOI - boi.go.th

Land Code B.E. 2497 (1954)

The Land Code restricts land ownership by non-Thais. Foreign nationals generally cannot own land in Phuket, though structures under Thai ownership or long-term using Thai-registered entities may be pursued within legal avenues. This law drives structuring decisions for real estate, resort acquisitions, and development projects in Phuket.

Source: Thai land ownership principles and regulatory framework. Department of Lands - dld.go.th

4. Frequently Asked Questions

What is the Foreign Business Act and who does it affect?

The Act restricts certain business activities to Thai nationals or specific Thai-registered entities. It affects Phuket investors by potentially requiring licenses or ownership adjustments for activities listed as restricted. Compliance is essential for sector-specific operations.

Is it possible for a foreigner to own land in Phuket?

Generally, foreigners cannot own land in Phuket. Options include Thai-owned companies with Thai control or long-term lease structures. Legal counsel should assess all options to ensure lawful use of land for your project.

How do I establish a Thai-registered company with foreign investment?

Typically you structure a Thai limited company with Thai majority ownership, appoint directors, and prepare a detailed Shareholders Agreement. A local attorney helps with corporate documents, registrations, and regulatory filings.

What incentives can BOI offer for Phuket projects?

BOI incentives can include tax holidays, exemptions, and other support for eligible projects. Eligibility depends on sector, investment size, and compliance with BOI criteria. A BOI liaison or lawyer guides the application.

Do I need to involve a Thai partner for my Phuket venture?

Not always, but many sectors require Thai majority ownership or Thai partners for certain licenses. A lawyer can design a compliant structure that aligns with your business goals and regulatory limits.

How long does it take to register a new Phuket company?

Company registration in Thailand often takes 2-6 weeks, depending on completeness and government processing times. Using an experienced lawyer can help reduce delays by preparing accurate documents.

What documents are typically needed to start a Phuket business?

Common documents include passport copies, a company name reservation, shareholder details, and an outline of the business plan. Additional items may be required for BOI or sector-specific licenses.

What is the difference between a Thai private company and a joint venture?

A Thai private company is a standard Thai-registered entity with Thai ownership. A joint venture combines Thai and foreign partners, often to meet ownership, licensing, or sector requirements. Governance and profit-sharing terms differ in each structure.

Can I operate in Phuket with a 100 percent foreign-owned company?

In many sectors, complete foreign ownership is restricted. Some activities may be eligible for BOI incentives or specific licenses that allow higher foreign participation. A careful structuring plan is essential.

How do I handle licensing for a Phuket resort or restaurant?

Licensing typically involves business registration, health and safety permits, and possibly environmental approvals. A local attorney can coordinate with relevant authorities and ensure compliance from the outset.

What steps minimize risk when restructuring an existing Phuket business?

Conduct a regulatory review, update shareholding and governance documents, and align licenses with the new structure. Consider tax implications and ongoing compliance obligations to avoid penalties.

5. Additional Resources

• Board of Investment (BOI) - Incentives and investment approvals
  The BOI administer investment promotion and licensing for eligible projects in Thailand. Official site with guidance on eligibility, incentives, and application steps. boi.go.th
• Department of Business Development (DBD) - Company registration and business licensing
  DBD handles company formation, registration, and corporate filings. Useful for structuring and compliance for Phuket entities. dbd.go.th
• Department of Lands (DLD) - Land ownership and land use considerations
  DLD provides guidance on land ownership rules, leasing options, and related regulatory requirements. dld.go.th

6. Next Steps

1. Define your Phuket project type, ownership goals, and timeline for market entry. Clarify whether you plan to pursue BOI incentives or standard registration.
2. Engage a Phuket-based law firm or attorney with experience in foreign investment, land, and licensing matters. Schedule an initial consultation to map your structure.
3. Gather key documents for all parties, including passports, company name reservations, and any Thai partner details. Create a document checklist with deadlines.
4. Draft a proposed corporate structure and Shareholders Agreement, addressing Thai majority requirements and governance. Request a milestones-based review with your counsel.
5. Prepare and submit necessary registrations, licenses, and any BOI applications. Track timelines and respond promptly to authorities to avoid delays.
6. Establish ongoing compliance processes, including annual filings, tax registrations, and license renewals. Set calendar reminders for critical deadlines.
7. Review your structure periodically with your lawyer, especially if business plans shift, regulations change, or Phuket-specific rules update.