Application for registration of a representative office in Thailand of a foreign company engaged in international trading business

Scope of Activities of a Representative Office

As required by the Thai law, the business activities that a representative office can carry out in Thailand are limited to five business activities concerning:

• Sourcing of goods or services inThailand for head office
• Checking and controlling the quality and quantity of goods purchased or hired to manufacture in Thailand by the head office
• Giving advice concerning goods of the head office sold to agents or consumers in Thailand
• Propagation of information concerning new goods or services of the head office
• Reporting on business trends in Thailand to the head office.

The above activities are regarded as service activities under List 3 (21) of the Thailand Foreign Business Law, and thus the registration of a representative office requires a Foreign Business License from the Director-General of the Department of Business Development.

General Characteristics of a Representative Office

1. It has non income-generating activities;
2. It has no authority to accept purchasing order or to make offer for selling or to negotiate for carrying out of business with person or juristic person in the country in which it is registered;
3. All of its incurred expenditures must be shouldered by its head office;
4. Normally, it is not subject to Corporate Income Tax, in accordance with the Revenue Code except for deposit interest of remitted funds from the head office has to pay tax.

Out of scope activities of a Representative Office

The following are the services that a representative office is not permitted to do otherwise it will be considered as an entity doing business here in Thailand and may be subject to the revocation of its license:

1. Purchasing order or payment of goods on behalf of the head office or its affiliated companies or any activities concerning purchasing;
2. Shipment of goods of the head office or its affiliated companies already purchased;
3. Checking and controlling the quality and quantity of goods for any companies that are not the head office nor its affiliated companies;
4. Executing after sale service concerning installation and maintenance;
5. Performing advice concerning goods that were not produced nor sold by the head office or its affiliated companies;
6. Receiving purchase order or service on behalf of the head office or its affiliated companies;
7. Coordinating in purchasing or selling on behalf of the head office or its affiliated companies;
8. Propagation of information concerning previous goods or services that are already sold inThailand;
9. Carrying out activities as middleman or agent between customers in Thailand
   and head office or its affiliated companies;
10. Planning and coordinating with any organization in terms of business on behalf of the head office or its affiliated companies;
11. Being a representative in making any contracts or activities on behalf of the head office or its affiliated companies;
12. Reporting information to any companies that are not the head office nor its affiliated companies

Government Fees for a Representative Office

Application fee (nonrefundable) is THB 2,000. If the application is approved, the government fee will be set at the rate of THB 5 for every THB 1,000 or a fraction thereof of the registered capital, with a minimum of THB 20,000 and a maximum of THB 250,000.

Tax Position of Representative Office

The representative office is required to obtain a corporate tax identification number and submit income tax returns and balance sheets, even if there was no transactions in the past accounting period.

Individual aliens and all local staff of a representative office are required to obtain taxpayer cards and pay personal income tax.

At MSNA, we can assist foreign companies in the Thailand business setup process.

There are many types of business structure to choose from if you would like to set up your own business. These include sole proprietorships, cooperatives, partnerships, limited liability companies, corporations and other forms of organization. However, these types often vary on each country based on its legal systems of setting up business. Thus, here in Thailand, the following are the common types of business structures:

1. Partnership
2. Joint Venture
3. Company Limited

1. Partnership

A partnership is a type of business owned by two or more people. Normally, each partner has unlimited liability for the debts incurred by the business. There are three common types of partnerships inThailand:

1.1 Unregistered ordinary partnerships whereas all partners are jointly and wholly liable for all debts of the partnership.

1.2 Registered ordinary partnerships whereas the partnership becomes a legal entity and its legal personality is separated and distinct from the individual partners.

1.3 Limited partnerships whereas the liability of each individual partner is restricted to the amount of capital invested to the partnership. Thus, limited partnership must be registered.

2. Joint Venture

A joint venture may be defined as a group of persons (natural and/or juristic) entering into an agreement in order to carry on a business together. Although it has not yet been recognized as a legal entity under the Civil and Commercial Code, income from this
business structure is subject to corporate taxation under the Revenue Code
which recognizes it as a single business entity.

3. Company Limited (Limited Liability)

A company limited is a type of business that has a separate legal personality from its shareholders. There are two types of limited company: private company and public company.

A private limited company is the most famous type of business structure in Thailand and is formed through a registration process which includes registration of a Memorandum of Association and Articles of Incorporation and other legal documents. It is managed by a
board of directors according to the company’s by-laws or articles of incorporation. At least three shareholders are required to form a private company limited whereas their
liability is limited to the remaining unpaid amount, if any, of the par values of their shares. Meanwhile, the liability of the directors may be unlimited if so provided in the company’s the Articles of Incorporation.

At MSNA, we make sure that we provide quality services especially in ensuring that you can register a private limited company in Thailand easily and legally. For more information, please read further on Thailand Company Registration.

A public limited company registered in Thailand may, subject to
compliance with the prospectus, approval, and other requirements, offer shares,
debentures and warrants to the public and may apply to have their securities
listed on the Stock Exchange of Thailand (SET).

Other types of business structure

Branch Office

To operate a branch of a foreign company, one has to study Thailand
Foreign Business Law. In some cases, a certificate to operate business
(issued by the Ministry of Commerce in Thailand) is enough, while others, a
license to operate business is required. If the branch of a foreign company is
to do only export or manufacturing, it does not need a certificate or license
to operate the business. It is also important to become familiarize on what
constitutes income subject to Thai tax because the Revenue Department may
consider income directly earned by the foreign head office from sources within
Thailand as subject to Thai taxes.

Regional Operating Headquarters (ROH)

ROH is a newly type of business recognized in Thailand that provides
benefits to investors who set up a regional headquarter in the country while
performing “qualifying services” to branches or associated companies located
within or outside Thailand. Read more on Regional Opearting Headquarters or ROH here.

Representative Office

It is a type of business that can be set up by a foreign company in Thailand with
the purpose of providing advice or service to its head office only. Thus, no
revenue must be incurred and recognized by this type of business. However, to
set up a representative office, one also has to consider the Foreign
Business Law of Thailand.

Thailand’s Revenue Department has been encouraging Thailand
companies and other Thai tax payers to adopt Tax Returns E-filing for a few
years.

The Thai Revenue Department has the policy to go green to
cut on its paper use and manpower. It is now more than ever encouraging the tax
payers in Thailand to file their tax returns online (E-filing). Many of MSNA’s
accounting clients in Thailand have received calls from the Thai tax authority
to ask them to start using the e-filing service on the Revenue Department’s
website. Well, sorry the page is only in Thai. You can have your Thai accountant visit that page to start filing your Thailand company’s tax returns on the internet.

To start filing tax online, a tax payer has to file form Por Or 01 “Application Form
to file tax returns via the internet” which has the name, address, tax ID and
contact information of the tax payer, on the Revenue Department’s website. Then within
15 days after filing that form, the tax payer has to physically submit the
following documents to the Electronic Tax Filing Management Office of the
Revenue Department, Revenue Department Building, 27th Floor, 90 Soi Paholyothin
7, Paholyothin Road, Phayathai, Bangkok 10400 :

1. “Agreement for Filing Tax Returns via the internet”
2. The tax payer’s Thai ID card copy (in case the tax payer is a Thai individual), or copy of the tax payer’s Thailand company papers (company affidavit, and the authorized signatories’ passport copy). Note that the papers need to be signed by their owner or in case of a Thai company, the company affidavit copy has to be signed by the authorized signatories and affixed with the company’s stamp.
3. Power of Attorney. If you will not take the above documents to submit to the Revenue Department yourself, you need to make a power of attorney to appoint someone as your agent to submit the documents for you.

After you get their approval, they will send you the user ID and password and inform
you of the first month that you can start E-filing on the Revenue Department
website.

Notes:

1. E-filing your tax returns can be done only within the deadline of each kind of tax returns. For example, the withholding tax returns of the month of August 2011 can be filed online only between 1 – 7 September 2011 and the VAT return of August can be filed between 1 – 15 September. After the deadline, they can only be filed at the Revenue Department branch in your area.
2. When you are using the E-filing service on the Revenue Department website, you will have the options to make E-payment from your bank in Thailand (where you have previously applied for internet banking service) or to take the payment to a bank to deposit into the Revenue Department’s account. The payment has to be made within the tax filing deadline of each type of returns. From the example in Note 1, the deadline for making the tax payment for VAT returns of August is by the 15^th of September.

If you hire a Thai accounting firm to file tax for you, your accountant will have
to prepare all the forms for you to apply for the E-filing service.

For Thailand taxation and accounting questions, please contact us.

Today Thai Work Permit Expert got a very useful question regarding Minimum Salary for Foreign Employees for Work Permit and Visa Extension.

What is the minimum salary for an expat in Thailand to be able to extend his visa?

When a foreigner has a work permit in Thailand, he is able to extend his permit of stay in the kingdom to one year (or what most people call one year visa). However, there is a schedule of different monthly salaries earned by different nationalities that the National Police Bureau of Thailand used to determine if they will extend the expatriate’s permit of stay.

• Countries in Europe (except Russia and eastern Europe), Australia, New Zealand, USA, Canada and Japan – Baht 50,000
• South Korea, Singapore, Taiwan and Hong Kong – Baht 45,000
• Countries in Asia (except Japan, South Korea, Singapore, Taiwan, Hong Kong, Cambodia, Myanmar, Laos and Vietnam), Eastern Europe, Central America and South America, Mexico, Russia and South Africa – Baht 35,000
• Countries in Africa (except South Africa), Cambodia, Myanmar, Laos and Vietnam – Baht 25,000

Our Thailand work permit page has information about Thailand’s work permit rules.

For any questions about work permit and visa extension for expats in Thailand, contact MSNA.

Thailand BOI promotion process certificate is not that easy to get if you do not have experience of getting BOI promotion or accounting background. Here is how MSNA will make it simple for you to get your Thailand BOI promotion certificate.

1. MSNA will do the hard part of the BOI Promotion process for you. We will work with you closely in preparing the application forms and gathering all the supporting documents. We basically will ask you a lot of questions and fill out the application forms for you. For the forecast and accounting related numbers, we will prepare them and have your approval before we use them in the application.
2. Once we get the application ready, we will submit it to the BOI.
3. Within the next few days, we will confirm with the BOI when we can do the presentation of the project for them. They may need us to submit more documents.
4. Within 40 days (40 days for projects of not more than 80 M Thai Baht, 60 days for 80 – 750 M and 90 days for more than 750 M) after all additional documents are received by the BOI, these will happen:

• The BOI will inform us in writing whether they approved the project within 7 working days from the decision date, detailing the conditions, privileges and benefits granted, if approved. The notification of approval will be sent to us with a form of promotion acceptance for us to fill out.
• Upon receipt of the BOI letter approving the project, we must reply by completing the form of promotion acceptance and sending it back to the BOI within one month. If we want to have any changes or special conditions or privileges, we have to request for it at the time.
• In order to receive the investment promotion certificate, we must set up the new company within six months of accepting the approval, and submit all of the following documents to the BOI (all of which we will arrange for you):
– Application form for promotion certificate
– The memorandum of association
– The certificate of business registration
– A certificate stating the registered capital, a list of directors indicating those empowered to bind the company, and the address of the head office
– A list of the shareholders and their nationalities
– A document showing the transfer of funds from overseas, or a certificate of investment from overseas issued by the Bank of Thailand for foreign investors
– A joint venture contract, licensing agreement, technical assistance contract and/or technology transfer contract (if any)
– Form of utility and manpower requirements.

• The BOI will issue the investment promotion certificate after receipt of all specified documents, and the promoted company must follow the conditions laid out in the Certificate.

Note: You can apply for BOI even if your company has already been set up in Thailand.

Read Thailand BOI Promotion page for the incentives and eligible activities.

Here is information about process to register a limited company in Thailand.

For more information about doing business in Thailand, visit https://www.msnagroup.com/.

MSNA has many accounting clients in Bangkok whose companies operating in Thailand providing services. As their Thai accountant, we get this question often – Is there withholding tax when a Thai company invoices an overseas client?

Withholding tax is there when your company pays a vendor (mostly for services, but please check with your Thai accountant or MSNA for your type of business) and you have to withhold some tax. And when another company in Thailand pays your company for service, they will have to withhold some tax from the payment.

In the case of getting paid from an overseas client, if the tax law of the country of your client’s origin generally requires that they withhold tax when paying an overseas company (you), then we need to consult the double taxation treaty between Thailand and that country to see if your company should pay tax in that country and if so what the rate is.

If you have any tax or accounting questions, please contact MSNA.

To set up a business in Thailand, what are the fees you can expect to pay if you hire a full service professional firm?

Professional Fees:

1. Setting up a new company in Thailand, including getting a tax ID and VAT registration

– Professional fee: Baht 40,000 – 100,000

2. Getting a foreign business license (or certificate to operate business) for your newly set up company. (You can skip this part if you have a Thai partner who will hold more than 50% of the shares in the new company since it will be considered a Thai owned company.)

– Professional fee: Baht 50,000 – 100,000

Government fees:

Government fees are related to the amount of registered capital of the company. And to know how much registered capital the company should have, we need to consider a few things:

1. If a company has Thai majority shareholders and it will not hire any foreigner, then the registered capital can be as little as Baht 5 per share and because a company needs at least 3 shareholders, the registered capital can be as low as Baht 15. However, the government fee to register a company in Thailand is the same for Baht 15 capital or Baht 1M capital. Thus the government fee to set up a Thai company is about 7,000 for Baht 1 M registered capital.
2. If a company has Thai majority shareholders and will hire a foreigner to work for it, then the registered capital has to be at least Baht 2M (or Baht 1M if the foreign employee is married to a Thai national). Basically for each work permit the company sponsors, it needs Baht 2M in registered capital. Thus the government fee to set up a Thai company is about 12,000 for Baht 2M registered capital plus about Baht 6,000 for each additional million.
3. If your new company has foreign majority shareholders, you need to have at least Baht 3M registered capital for each kind of business you want to operate in Thailand. And with each Baht 3M capital, you can sponsor one work permit. So if you want to operate just one business, your new company needs to have Baht 3M registered capital and it can sponsor one work permit. In this case the government fee to set up the company is about Baht 18,000. And the government fee for getting a license to operate a foreign business in Thailand is about Baht 35,000.

For more information on doing business in Thailand, visit www.msnagroup.com.

When you have a company operating in Thailand, a lot of times you or the company’s employees have to travel for the company’s business. How do you reimburse your travelling expenses, like tickets, meals, accommodation and entertainment in a way that is considered legitimate to the eyes of the Revenue Department officials?

When the Revenue Department officials audit the books of your company, if they see that you have travelling related expenses, they want to assume that you took the trip for your pleasure unless you have proof that it was for the company’s business and that all the expenses paid on the trip were reasonable for the trip and reimbursed at cost. If you cannot prove those two points, the travelling expense may get added back to your bottom line profit to recalculate the corporate income tax and you may end up having to pay more tax.

To prove that the trip was for the company’s business, you can attach some email correspondence with, or invitation from, the company in the country (or province in case it was inside Thailand) where you took the trip to. It can be trade show brochures or any other publication if you went to that particular country for the event. The best practice is to attach such supporting documents to the payment voucher in which you reimbursed for the travelling expenses.

Now to prove that the expenses paid for the trip are legitimate expenses, the general rule is that you need to have original receipts for each expense item.

– For air ticket, the safest way is to have the travel agent (if you buy the ticket from a Thai travel agent) issue a receipt in your company’s name. If you buy the ticket online or it is impossible to get a receipt issued in your company’s name, then the E-receipt sent by the online vendor may suffice. I use “may” because some Revenue Department officials are more difficult than others.

– For meals and accommodation, the Revenue Department officials that we talk to advised that you need to get receipts for those expenses from the vendors. And the safest way is for the receipts to be in the company’s name. In case of overseas trips, if it is not possible to have the company’s name of the receipts, just get the receipts.

– For taxi fares and any other expenses whose nature is that the vendors do not issue receipts for the customers, then in your travelling expense report (or expense reimbursement form), you should specify the reason why you had to pay for the expense. Like taxi fares, write down that you took the cab from where to where for what business.

– Please note that if the company just gives the employee a daily allowance for meals and taxi for example, it will likely be treated as part of the employee’s income and thus needs to be included in his personal income tax calculation. If the employee reimburses for the expenses at cost, it will not be part of his income.

– What happens if the expenses do not have receipts for is that the Revenue Department officials will very likely add them back to recalculate the corporate income tax.

For tax questions, contact https://msnagroup.com/contact-us/.

Usually when an employer fires an employee, there are two kinds of payment that the employer is required by the Thai labor law to pay the employee for termination of employment.

1. Payment in lieu of advance notice

If an employment contract does not specify any duration, either party can terminate the contract by giving an advance notice in writing before or at the date the wage payment is due, to take effect on the following wage payment due date. If the employer terminates an employee and wants the termination to take effect right away, the employer has to pay the employee all the wages that should have been owed if the termination would take effect on the following wage payment due date. This is called payment in lieu of advance notice.

1. Severance pay

An employee terminated without a valid cause as stipulated by law is entitled to receive the following severance pay:

• 30 days’ wages where the employment period is at least 120 days but is less than one year.
• 90 days’ wages where the employment period is at least one year but is less than three years.
• 180 days’ wages where the employment period is at least three years but is less than six years.
• 240 days’ wages where the employment period is at least six years but is less than ten years.
• 300 days’ wages where the employment period is ten years or more.

Tax implication:

The payment in lieu of advance notice is considered the employee’s income from work. If the employer is a juristic person (limited partnerships, companies, etc.), which normally has to withhold tax from employees’ income, it has to include this payment to the withholding tax calculation to determine if there is any more tax to withhold from this employee.

Severance pay is tax exempt for the employee if the amount is not more than Baht 300,000 and not more than 300 days’ wages. The portion over Baht 300,000 or the portion that is more than 300 days’ wages has to be included in the withholding tax calculation by the employer.

Note for employees: If you worked for more than 5 years, when you prepare your personal income tax return of the year, you can claim more deductions on the severance pay’s portion over Baht 300,000 or the portion that is more than 300 days’ wages.

If you want to ask us questions on Thailand labor law, please visit https://msnagroup.com/contact-us/ for more information.

Today MSNA wants to discuss Annual or Paid Vacation Leave in Thailand Labour Law.

“Section 30: An employee who has worked for an uninterrupted period of one year is entitled to annual holidays (or paid vacation leave) of not less than 6 working days in one year and the employer is obliged to fix the annual holidays in advance for the employee or as agreed by the employer and the employee.

In the following years, the employer may fix the annual holidays for the employee of more than 6 working days.

The employer and the employee may agree in advance to accumulate and postpone any annual holiday that has not yet been taken in a year to be included in the following years.

For the employee who has not yet completed one year of service, the employer may set the annual holidays for the employee on a pro rata basis.”

MSNA’s notes:

– The employer can agree with the employee when he wants to take his holidays. It can be 1, 2, 3 or 4 days at a time or the whole 6 days at once. The company may have a policy that the employee has to submit the request to take his annual holidays and get the employer’s approval for how long in advance before the dates of the intended holidays.

– The number of days of paid vacation leave (annual leave) can be increased (or not) for the following years.

– The employer may choose to allow the employee to take his unused annual holidays in a particular year to roll forward to the following year.

– For the employee who has not completed one year of service, the company may choose to allow (or not) paid vacation leave on a pro rata basis.

– The employer may choose to pay the employee (or not) for the unused paid vacation leave (annual holidays).

Please visit www.msnagroup.com for more information on doing business in Thailand and Thai labor law.