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Modiz Sukhumvit 50 — Phra KhanongFrom ฿3.9MPricing subject to confirmation
SuwanvaraProperty
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Legal Services

Suwanvara Law Firm — Separate Engagement

Corporate work, set up to stand up.

Registering a company, applying for BOI promotion, obtaining the licences and permits a foreign-owned business needs, and keeping it compliant afterwards — described here with the scope, the documents, the timelines and the fee basis for each.

What this covers

Legitimate corporate work — and where it ends.

This is corporate work for a real business: forming the company, getting it the right to do what it intends to do, staffing it lawfully, and keeping its filings in order. Each service below states what we prepare and file, what you provide, the typical timeline and how the fee is structured.

Where a grant is involved — a BOI promotion, a foreign business licence, a work permit — the decision rests with the Thai authority and is discretionary. We prepare and file, and we correspond on your behalf; we do not promise the outcome.

One thing this work is not: a way to hold land. A company is not a device for putting land into a foreigner's hands through nominees. That line runs through this page and is stated plainly at the end.

The services

Five defined scopes.

Each scope states its deliverables, what you provide and how the fee is structured. The binding fee is the one quoted in the engagement letter after a conflicts and scope check.

01

Registering a Thai limited company

The ordinary vehicle for doing business here — formed and registered with the Department of Business Development under the Civil and Commercial Code.

A Thai private limited company is the ordinary vehicle for doing business in Thailand. It is formed by registering a memorandum of association, holding a statutory meeting and registering the company with the Department of Business Development (DBD) under the Ministry of Commerce, following the company provisions of the Civil and Commercial Code.

How much of the company a foreigner may own depends on what it will do. Many activities are open to majority or full foreign ownership; activities the Foreign Business Act restricts require the company either to stay majority Thai or to obtain a foreign business licence, BOI promotion or treaty certification. We advise on the ownership the intended business permits before the company is registered, so the structure is right from the start.

Typical timeline

Once the name is reserved and the documents are signed, registration is commonly a matter of a few working days, with VAT and social-security registration following. Timing depends on the DBD and on complete documents; we do not guarantee a date.

What we prepare and file

  • Company name reservation with the DBD
  • The memorandum and articles of association
  • Statutory meeting documents and company registration
  • Tax ID and VAT registration with the Revenue Department
  • Social-security registration where the company has employees

What you provide

  • Identity documents for the shareholders and directors
  • The intended business activity and the registered address
  • The registered-capital figure and the shareholding split
  • Passport and supporting documents for any foreign director

Fee basis and disbursements

  • A fixed or staged professional fee, quoted in the engagement letter
  • Government registration fees, certified translation and notarisation are third-party disbursements, listed separately

02

Board of Investment (BOI) applications

For an eligible activity, BOI promotion can carry majority or full foreign ownership, land rights for the promoted activity, and streamlined permits.

The Board of Investment promotes qualifying activities under the Investment Promotion Act B.E. 2520. For an eligible business, promotion can carry benefits such as permission for majority or full foreign ownership, the right to own land for the promoted activity, and streamlined work-permit and visa handling through the BOI's one-stop service, alongside the tax and non-tax incentives set for the activity.

Promotion is granted by the BOI against its published criteria and is discretionary. We assess eligibility, prepare and file the application and the business plan, and represent you in the BOI's queries. We do not decide the outcome, and we do not promise it.

Typical timeline

The BOI publishes indicative service standards; overall time depends on the activity, the completeness of the plan and the BOI's review. We do not guarantee a timeline or an approval.

What promotion can carry

  • Majority or full foreign ownership for an eligible activity
  • The right to own land for the promoted activity
  • BOI-facilitated work permits and visas through the one-stop service
  • The tax and non-tax incentives the BOI sets for the activity

What we prepare and file

  • An eligibility assessment against the BOI's published criteria
  • The application and the investment and business plan
  • Correspondence with the BOI and responses to its queries
  • The steps to obtain promotion certificates and open the BOI e-services

What rests with the BOI

  • Whether the activity qualifies for promotion
  • The conditions attached to any promotion
  • The grant itself — discretionary, and the BOI's to make

03

Foreign business licences and certificates

A foreign-majority company that will carry on a restricted activity generally needs a licence from the Ministry of Commerce, or a certificate through BOI or a treaty.

The Foreign Business Act B.E. 2542 reserves certain businesses to Thai nationals and restricts others to foreigners unless a licence or certificate is granted. A foreign-majority company that intends to carry on a restricted activity (on List 2 or List 3) generally needs a Foreign Business Licence from the Ministry of Commerce, or a Foreign Business Certificate where it qualifies through BOI promotion or a treaty such as the Treaty of Amity.

We assess whether the intended activity is restricted, identify the correct route — licence, certificate, BOI or treaty — and prepare and file the application with its supporting business case. The grant rests with the Foreign Business Committee or the relevant authority and is discretionary.

Typical timeline

The time to a decision depends on the list the activity falls under and the authority's review; a certificate route is generally faster than a discretionary licence. We do not guarantee a timeline or a grant.

What we do

  • Classify the intended activity against the three lists of the Foreign Business Act
  • Advise the correct route: a licence, a certificate, BOI promotion or a treaty
  • Prepare and file the application and the supporting business case
  • Correspond with the authority through its review

What rests with the authority

  • Whether a licence or certificate is granted, and on what conditions
  • The decision is discretionary and not ours to promise

04

Work permits and business visas

A foreigner working in Thailand needs both the right visa and a work permit. We prepare and file both; issuance rests with the authorities.

A foreigner working in Thailand needs both the right visa and a work permit. The usual route is a Non-Immigrant 'B' visa together with a work permit issued by the Department of Employment under the Foreigners' Working Management Emergency Decree B.E. 2560; a BOI-promoted company uses the BOI's own channel instead.

Work permits carry conditions — commonly a ratio of Thai employees to each foreign worker, and a level of registered capital per permit outside the BOI route. We prepare the visa and work-permit applications and advise on maintaining the conditions; issuance and renewal rest with the Immigration Bureau and the Department of Employment.

Typical timeline

Timing depends on the company's documents, the visa route and the office. We prepare each step in good order; we do not guarantee a processing time or an issuance.

What we prepare and file

  • The Non-Immigrant 'B' visa application and the supporting company documents
  • The work-permit application to the Department of Employment, or the BOI channel for a promoted company
  • Guidance on 90-day reporting and on renewals

The conditions that apply

  • The Thai-to-foreign employee ratio and the registered-capital requirement outside the BOI route
  • The permit is tied to the employer and to the role
  • Conditions are set by the authorities and change — confirm the current requirements with us

What rests with the authorities

  • Issuance and renewal of the visa and the work permit
  • Decisions of the Immigration Bureau and the Department of Employment

05

Corporate secretarial and ongoing compliance

The steady work that keeps a company in good standing — statutory registers, the annual filings, and registering changes as they happen.

A Thai company carries continuing obligations after it is formed. Each year it must hold an annual general meeting, have its financial statements audited and file them with the DBD, and file corporate income-tax and — where registered — VAT returns with the Revenue Department. Changes to directors, shareholders, capital or address are registered with the DBD as they occur.

We provide the corporate secretarial work that keeps the company in good standing — the statutory registers and minutes, the annual filings, and the registration of changes — and we coordinate with your auditor and accountant. Late or missed filings carry penalties, so this is steady, unglamorous work that matters.

Typical timeline

The annual cycle is fixed by law — the audited accounts and the DBD filing follow the financial year end, with the annual general meeting held within the statutory window. We keep the calendar and prepare each filing in good time.

What we handle

  • Statutory registers, minutes and the annual general meeting
  • The annual financial-statement filing with the DBD
  • Registration of changes to directors, shareholders, capital and address
  • Coordination with your auditor and tax accountant

What you provide

  • The company's accounting records and audited statements
  • The details of any change to be registered
  • Signatures of directors and shareholders where required

Fee basis

  • A fixed annual or per-filing professional fee, quoted in the engagement letter
  • Government fees and the auditor's fee are separate

The line we hold

The line that runs through all of this.

Corporate work is legitimate business work. It is not a device for holding land. We do not form or administer a company whose real purpose is to let a foreigner hold land through Thai shareholders who are not genuine investors — a nominee arrangement that is unlawful under the Land Code and the Foreign Business Act — and we will decline instructions to do so.

Where land matters to your plans, the honest answer is on the land-and-structures page: read how lawful ownership actually works before a company is proposed as the way to achieve it.

Land & structures — what foreigners can own

  • We describe only lawful routes to hold property in Thailand — a registered lease, a genuinely operating company with real business substance, ownership by a Thai spouse with the statutory declaration, or condominium freehold within the 49% foreign quota. We do not arrange Thai nominee shareholders or nominee owners, which is unlawful under the Land Code and the Foreign Business Act, and we will decline such instructions.

  • We prepare and file. We do not guarantee any visa approval, company registration, transfer date, price or other legal result — approvals rest with the Thai authorities and are discretionary.

  • Legal work is a separate engagement with Suwanvara Law Firm under its own professional fee, never bundled into a brokerage fee. You remain free to appoint another adviser at any time.

  • This page describes services and general information. It is not legal advice on any person's situation.

  • Rules, fees and processing times change — confirm the current requirements with us.

  • Engagement follows a conflicts check and a written engagement letter that sets out the scope, the fee and each side's obligations.

Sources

What can a foreigner actually own?

Condominium freehold, a registered lease, ownership by a Thai spouse, a genuinely operating company, and the Treaty of Amity — the lawful routes, their limits, and the nominee line the firm will not cross.

Land & structures — what foreigners can own

Legal enquiries

Describe the transaction. The firm replies with scope and fee.

Send the project name and what you need. Replies in English, usually within one business day. Please do not send passport copies or contracts through the public form — the firm opens a secure channel once an engagement is agreed.

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