Company Law

A Representative Office in Thailand

Note a representative office of a foreign business in Thailand is not allowed to operate a profit making business and is not allowed to earn income in Thailand. Activities of representative office are service business under List (21) of the Foreign Business Act B.E. 2542 (1999). In the past, the definition of the representative office, in accordance with the Regulations of the Office of the Prime Minister governing application for Establishment of Representative Office of foreign juristic persons respecting international trading business B.E. 2529 (1986). Subsequent the mentioned regulations together wit Announcement No 281 of the National Executive Council were abolished. In the present, definition of representative office, in accordance with the regulations of the Office of the Prime Minister in Establishment of Work permit and Visa Center (No.3) B.E. 2544 (2001).

The 2007 Foreign Business Act Amendment

Update August 2008:

The NLA (National Legislative Assembly) suggested even stricter amendments than proposed by the government and expanded the definition of 'foreigner' in the draft, following the government withdrew its draft bill.

Source: department of business

IMPORTANT NOTE: This fact sheet explains features that appear in the draft bill that was submitted by the Ministry of Commerce to the cabinet and approved on 9 January 2007 only. Subsequent changes of the draft bill by the Council of State and the NLA, if any, will be addressed later.

Amendments Foreign Business Act and Retail law aimed at closing loopholes in current laws have did not pass following proposed tougher amendments.

Foreign Business Act and retail law won't pass

Source: Bangkok Post December 19 2007

Commerce Minister Krirk-krai Jirapaet admitted yesterday that amendments to the Foreign Business Act and the new Retail and Wholesale Business Act would not be approved by the current government. ''The National Legislative Assembly only has two meetings left, and previous meetings were adjourned due to the lack of a quorum,'' he said. Mr Krirk-krai said he was personally willing to push ahead with the two controversial bills, but said efforts to move the legislation forward had been undermined by various special interests.

Foreign Business Act: 'tougher amendments'

Source: Bangkok Post August 9 2007

Tighter curbs on foreign business

Investors predicted to vote with their feet


Foreign investor confidence is expected to nosedive after the National Legislative Assembly (NLA) yesterday approved significantly tighter restrictions on foreign businesses operating in Thailand . The NLA, in a surprise move, rebelled against the government draft of the Foreign Business Act (FBA) and instead approved by a 76 to 64 vote tougher amendments that significantly expand the definition of foreign companies under business restrictions.

National Legislative Assembly members vote overwhelmingly for ministry's FBA draft

Source: The Nation April 26 2007

Foreign Business Act amendments. How to define a partly foreign owned company in Thailand foreign

The National Legislative Assembly yesterday voted with an absolute majority to amend the Foreign Business Act (FBA) based on the Commerce Ministry's draft, after spending one hour debating whether to adopt the draft of the ministry or that of a subcommittee of the NLA which was more liberal.


Cabinet exempts telecoms, retail, hotel businesses from

FBASource:Bangkok Post April 11 2007


Foreign companies using illegal nominees could face five years in jail under a plan to toughen foreign ownership rules. Cabinet ministers yesterday endorsed the revisions to the Foreign Business Act, which also increases fines by five-fold to up to five million baht, according to Commerce Minister Krirk-krai Jirapaet.

The following information is supplied by the Department of Business

  1. The business name sign, the stamp and the document of the company limited must have the word "Company Limited" following the business name.
  2. Share payment must be agreed with the capital lists in the registration form and must be fully paid as in the registration.
  3. The company has to give its share certificate to the shareholders in which the messages are written as stipulated by the law.
  4. The company has to have a registration book of shareholder kept at its registered head office as lists of shareholder in the registration book as stipulated by the law.
  5. A meeting of shareholder must be held within 6 months from the registration date and at least once within 12 months.
  6. A minutes must be rightly prepared with all opinions of shareholders and of all committee and must be kept at the registered office.
  7. Make a copy of shareholder list at the shareholder's meeting (the day when the balance sheet is approved) and lodge it to the registrar within 14 days from the meeting date.
  8. The company has to arrange an account of which the details, regulation and methods are stipulated as follows:

Clearer definition of Thai nominee shareholders and foreign firms in Thailand

Source: Opinion SamuiForSale - 14 January 2007

The cabinet approved amendments to the 1999 Foreign Business Act (FBA) intended to curb the use of nominees to hold shares on behalf of foreign investors. Voting rights will be used in defining foreign ownership under a planned revision to the Foreign Business Act 1999. The amendments will apply to companies which operate under List 1 and 2, foreign companies operating in businesses listed in List 3 of the FBA will be allowed to continue their business, but will have to report their nominee status.