GATEWAY TO ASIA
Thailand enjoys a strategic location and serves as a gateway into the heart of Asia – home to what is today the largest growing economic market. The country also offers convenient trade with China, India and the countries of the Association of Southeast Asian Nations (ASEAN), and easy access into the Greater Mekong sub-region, where newly emerging markets offer great business potential.
Thailand is attractive to foreign investors and is a major investment base in the ASEAN region. According to official data, within the first seven months of 2012, the amount of foreign direct investment to Thailand was THB 3,322 billion, which is 62% more than for the same period of 2011.
Though Thailand’s investment regulations are quite liberal, there are some restrictions for foreign investments in certain segments of economy.
In order to attract more foreign investors, the Thai government cut corporate income tax from its maximum rate of 30% in 2011 to 23% in 2012, and to 20% from 1 January 2013.
Thailand has many factors in its favour which make the country an attractive location for foreigners to invest, including the following:
- Thailand’s economy is well diversified with strong manufacturing sectors such as automotive, electronics, gems and jewellery, chemicals and the agricultural sector
- Inflation in Thailand is no higher than in the EU and GDP is growing
- Thailand is ranked as the 17th easiest country to do business in around the globe and Thailand’s economic freedom is ranked 10th out of 41 countries in the Asia-Pacific region, with its overall score higher than the world and regional averages
- Repatriation of capital, profits, interests and dividends from Thailand is not restricted
- There are no limits for the amount of foreign currency that may be brought into Thailand
- The workforce cost is still low, even when compared with other South-eastern Asian countries, while the quality of Thai goods and services is high
- Thailand’s infrastructure is one of the most developed in the whole of Asia.
SETTING UP A BUSINESS
As in most countries, there are three kinds of business organizations in Thailand: Sole proprietorships, partnerships, and limited companies. The most popular form of business organization among foreign investors is the private limited company. Private limited companies require a minimum of three promoters and must file a memorandum of association, convene a statutory meeting, register the company, and obtain a company income tax identity card. They must also follow accounting procedures specified in the Civil and Commercial code, the Revenue Code and the Accounts Act. A balance sheet must be prepared once a year and filed with the Department of Revenue and Commercial Registration. In addition, companies are required to withhold income tax from the salary of all regular employees.
TYPES OF BUSINESS ORGANIZATIONS
Thailand recognizes three types of business organizations: partnerships, limited companies and joint ventures.
According to the Civil and Commercial Code (CCC), partnerships can be divided into 2 types:
(1) Ordinary Partnerships
(2) Limited Partnerships
In an ordinary partnership, all the partners are jointly and wholly liable for all obligations of the partnership. An ordinary partnership may or may not register as a juristic person.
Therefore, an ordinary partnership can be divided into 2 types:
(1) Non-registered Ordinary Partnership – has no status as a juristic person and is treated, for tax purposes, as an individual.
(2) Registered Ordinary Partnership – is registered with the Commercial Registrar as a juristic person and is taxed as a corporate entity.
Limited partnerships can take two forms:
(1)One or more partners whose individual liability is limited to the amount of capital contributed to the partnership, or
(2) One or more partners who are jointly and unlimitedly liable for all the obligations of the partnership.
Limited partnerships must be registered and are taxed as a corporate entity.
When two or more people agree to invest in one of the aforementioned types of partnership, the appointed managing partner is responsible for registering the partnership with the commercial registration office of the province that the head office of the partnership is located in.
A limited partnership must be only managed by a partner with unlimited liability.
The fee for registering a partnership is 1,000 baht for every 100,000 baht of registered capital. The minimum fee is 1,000 baht and the maximum fee is 5,000 baht.
There are two types of limited companies: private limited companies and public limited companies. The first is governed by the Civil and Commercial Code and the second is governed by the Public Limited Company Act.
PRIVATE LIMITED COMPANIES
Private Limited Companies in Thailand have basic characteristics similar to those of Western corporations. A private limited company is formed through a process that leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws) as its constitutive documents.
CORPORATE INCOME TAX
Corporate Income Tax (CIT) is a direct tax levied on a juristic company or partnership that is established under Thai or foreign law and carries on business in Thailand or derives certain types of income from Thailand.
The term “juristic company or partnership” (hereinafter called “company”) means a limited company, a limited partnership, or a registered ordinary partnership incorporated under
Thai or foreign law as well as an association or foundation engaged in revenue producing business. The term also includes any joint venture and any trading or profit-seeking activity carried on by a foreign government or its agencies or by any other juristic body incorporated under a foreign law.