Thailand Representative Office Setup Guide

Thailand Representative Office Setup Guide | Bestar

Thailand Representative Office Setup Guide

Setting up a Representative Office (RO) in Thailand, overseen by the Department of Business Development (DBD) under the Ministry of Commerce, is a common entry strategy for foreign companies. It allows for a non-revenue-generating presence to conduct specific activities for the head office.

Here's a breakdown of the key aspects and steps involved:

1. Characteristics and Permitted Activities of a Representative Office:

• Non-Revenue Generating: This is the most crucial characteristic. An RO cannot generate income, accept purchase orders, make sales offers, or negotiate business with third parties in Thailand. All expenses must be covered by the head office.

  
  

• Extension of Head Office: An RO is considered the same legal entity as its foreign head office. This means the head office is liable for the RO's actions in Thailand.

  
  

• Permitted Activities (up to 5 categories):

  
  

  • Reporting on business movements in Thailand to the head office.

  • Giving advice on various aspects pertaining to the goods distributed by the head office or affiliated companies to distributors or users.

  • Seeking supply sources for goods or services in Thailand for the head office or affiliated companies.

  • Inspecting and controlling the quality and quantity of goods purchased or produced in Thailand by the head office.

  • Disseminating information related to new goods or services of the head office.

2. Key Requirements:

• Minimum Capital:

  
  

  • Generally, a minimum capital of THB 2 million (or THB 3 million depending on interpretation and activity) is required.

  • This capital must be remitted to Thailand according to a schedule:

    • 25% within the first 3 months of registration.

    • 25% within the first year.

    • 25% within the second year.

    • The remaining balance within the third year.

  • If the RO is expected to operate for less than three years, the entire capital might need to be injected within the first six months.

    
    

• Appointed Manager:

  
  

  • A foreign entity must appoint a local manager for the RO in Thailand. This can be a Thai national or a foreigner residing in Thailand.

  • A Letter of Appointment, signed by the Director of the foreign entity, is required.

  • The appointed manager is responsible for overseeing operations.

    
    

• Foreign Business License (FBL):

  
  

  • Since Ministerial Regulation No. 3 (B.E. 2560) took effect in 2017, Representative Offices are generally no longer required to obtain a Foreign Business License (FBL), simplifying the process. However, always confirm the latest regulations as interpretations can vary.

    
    

• Taxation:

  
  

  • While ROs are not subject to corporate income tax (as they don't generate revenue), they still need to obtain a Corporate Tax Identification Number from the Revenue Department.

  • They are required to submit income tax returns (even if nil) and audited financial statements to the Revenue Department and the DBD annually.

  • Salaries paid to employees are subject to personal income tax in Thailand.

    
    

• Work Permits:

  
  

  • A key advantage of ROs is a more relaxed work permit ratio compared to other business structures. Typically, a 1:1 Thai-to-foreign employee ratio applies (e.g., one Thai employee per foreign employee).

  • To support a work permit for a foreign employee, the initial THB 2 million capital needs to be fully transferred into the RO's Thai bank account.

  • More work permits might be issued for activities like sourcing goods or quality control (e.g., up to five permits).

3. Registration Procedure (with the Department of Business Development - DBD):

1. Preparation of Documentation:

   
   

   • Application to establish a Representative Office: Signed by the appointed representative.

   • Copy of the company affidavit of the head office: Showing the name, capital, objectives, seat, directors, and representatives. This document should not be more than 6 months old.

   • Power of Attorney (PoA): For the representative of the Representative Office in Thailand.

   • Copy of the passport of the Representative: Along with the non-immigrant visa or entry visa stamp.

   • Declaration: Stating that the applicant, directors, managers, or appointed representative satisfy the qualifications and do not possess prohibited characteristics under Section 16 of the Foreign Business Act.

   • Financial statements or annual report (if any) of the head office.

   • Details of affiliated companies or group companies (if applicable).

   • Proof of office address in Thailand.

   • Detailed description of intended activities.

   • All foreign documents must be notarized and certified by a local Thai embassy or consulate, and translated into Thai.

     
     

2. Submission of Documentation:

   
   

   • The appointed representative submits the complete set of documents to the Department of Business Development (DBD) at the Ministry of Commerce.

   • The application forms will be in Thai.

     
     

3. Issuance of Certificate/Registration Number:

   
   

   • The DBD usually issues a certificate/registration number (a 13-digit number) approximately 2 to 4 weeks after the submission of complete documentation. This permits the Representative Office to commence operations.

   • Approval is subject to Ministerial discretion and thorough review by a DBD officer.

4. Post-Registration Requirements:

• Tax Registration: Register with the Thai Revenue Department for a corporate tax ID.

  
  

• Accounting and Reporting: Maintain monthly accounting records and submit annual audited financial statements to the DBD and the Revenue Department.

  
  

• Compliance: Ensure ongoing compliance with Thai employment, social security, and immigration regulations.

Important Considerations:

• Legal Assistance: It is highly recommended to engage a local Thai law firm or consultancy firm specializing in foreign business setup. They can provide guidance on specific requirements, assist with document preparation and notarization, and navigate the application process efficiently.

  
  

• Strict Adherence to Non-Revenue Activities: Any deviation into commercial or income-generating activities can lead to severe penalties and issues with the Thai authorities.

  
  

• Due Diligence: Thoroughly understand the regulations and limitations of an RO to ensure it aligns with your company's objectives in Thailand. If direct commercial operations are intended, other structures like a Thai Limited Company or a Branch Office might be more suitable.

This information provides a comprehensive overview of setting up a Representative Office in Thailand. Given the intricacies of legal and administrative processes, professional advice is always invaluable.

Timeline for setting up a Representative Office

Setting up a Representative Office (RO) in Thailand involves several steps, each with its own approximate timeline. While the process has been significantly streamlined since the removal of the Foreign Business License (FBL) requirement for ROs in 2017, proper preparation and professional assistance are key to efficiency.

Here's a typical timeline:

Phase 1: Preparation & Document Gathering (Variable: 2-6 weeks)

This is often the longest and most variable phase, as it depends heavily on your head office's ability to provide documents and complete necessary procedures in your home country.

• Initial Consultation & Planning: (1-3 days)

  
  

  • Discussion with your chosen law firm/consultancy in Thailand to understand your objectives and confirm the RO structure is suitable.

  • Receive a checklist of required documents from the head office.

    
    

• Document Collection from Head Office: (1-3 weeks or more, depending on your internal processes)

  
  

  • Gather corporate documents of the parent company (e.g., Certificate of Incorporation, Memorandum and Articles of Association, Shareholder List, latest financial statements, Power of Attorney for the Thai representative).

    
    

• Notarization in Home Country: (1-5 business days)

  
  

  • Have corporate documents notarized by a public notary in your home country.

    
    

• Legalization by Thai Embassy/Consulate: (1-2 weeks)

  
  

  • Submit the notarized documents to the Royal Thai Embassy or Consulate in your home country for legalization. This certifies the authenticity of the notary's signature.

    
    

• Translation into Thai: (3-7 business days)

  
  

  • Once legalized, documents must be translated into Thai by a certified translator in Thailand. Your law firm can manage this.

Phase 2: Department of Business Development (DBD) Registration (1-4 weeks)

This is the core registration process in Thailand.

• Application Preparation & Filing: (3-7 business days)

  
  

  • Your law firm will draft the Representative Office application form, Power of Attorney for the Thai manager, and compile all legalized and translated documents.

  • Submission of the complete application package to the Department of Business Development (DBD) under the Ministry of Commerce.

    
    

• DBD Review & Approval: (1-4 weeks)

  
  

  • The DBD officers will review the application. While some sources mention as little as 5 working days, a more realistic general timeframe, especially with any potential queries or requests for clarification, is 2-4 weeks.

  • Note: With the DBD Biz Regist (online registration system) fully implemented by July 1, 2025, the process for partnerships and limited companies is fully online, but for ROs, it's still often cited as a few weeks for review and approval by an officer, even if submission is digital.

    
    

• Issuance of Registration Number/Certificate: (Upon approval)

  
  

  • Once approved, the DBD will issue a 13-digit registration number/certificate, allowing the RO to officially commence operations.

Phase 3: Post-Registration & Ongoing Compliance (Ongoing)

These steps happen concurrently or immediately after DBD registration.

• Corporate Tax ID Registration: (1-2 weeks)

  
  

  • Register with the Thai Revenue Department to obtain a corporate tax identification number. This is necessary for all entities, even non-revenue generating ones.

    
    

• Bank Account Opening: (2-4 weeks)

  
  

  • Open a corporate bank account in the name of the Representative Office. This requires the DBD registration certificate and proper identification.

    
    

• Capital Injection: (Staggered over 3 years, initial 25% within 3 months)

  
  

  • The minimum capital (e.g., THB 2 million) must be remitted from the head office according to the prescribed schedule. The initial portion is crucial for supporting work permit applications.

    
    

• Work Permit & Visa Applications (for foreign staff): (1-3 months per person)

  
  

  • Non-Immigrant B Visa: Typically applied for at a Thai Embassy/Consulate in the home country before entering Thailand. Processing time varies by embassy but can be 1-2 months.

  • Work Permit: Once the foreign employee is in Thailand with a Non-B visa, the work permit application is submitted. This usually takes 2-4 weeks in Bangkok (or longer outside Bangkok, e.g., up to 2 months in Phuket). The capital requirement (e.g., THB 2 million per foreign employee) must generally be met and funds injected to support the work permit.

    
    

• Social Security Registration: (Upon hiring employees)

  
  

  • Register employees (Thai and foreign) with the Social Security Office.

    
    

• Ongoing Accounting & Tax Filing: (Monthly/Annually)

  
  

  • Maintain monthly bookkeeping records and file annual audited financial statements with both the DBD and the Revenue Department.

Overall Estimated Timeline (from start of document preparation to operational readiness):

• Without Foreign Staff: Expect a minimum of 6-10 weeks to get the RO officially registered and tax-ID ready.

• With Foreign Staff (including visa/work permit): The process can extend to 3-5 months due to the additional requirements and processing times for visas and work permits.

Key Factors Influencing Timeline:

• Completeness and Accuracy of Documents: Any missing or incorrect information will lead to delays.

• Responsiveness of Head Office: Timely provision of documents and signatures from the parent company is critical.

• Country of Origin: The legalization process can vary in speed depending on the efficiency of the Thai embassy/consulate in your home country.

• Professional Assistance: Engaging an experienced law firm or consultancy can significantly expedite the process by ensuring proper documentation and smooth interactions with authorities.

• Government Workload: Processing times at the DBD and other government agencies can fluctuate.

While the overall process is now much faster than before 2017, it still requires meticulous attention to detail and adherence to Thai regulations.

Fees for Establishing a Representative Office in Thailand

Establishing a Representative Office (RO) in Thailand involves distinct financial components: the mandatory capital injection from your foreign head office, negligible government fees, and professional service fees for expert guidance and compliance.

Here's a detailed breakdown of the anticipated costs:

1. Required Capital Injection

This represents the funds that must be remitted from your foreign head office into Thailand to finance the RO's operations. As Representative Offices are non-revenue-generating entities, all operational expenses must be covered by this capital.

• Minimum Capital: The standard requirement is THB 2,000,000. This capital is typically injected in installments over three years:

  
  

  • 25% within the first 3 months of registration.

  • 25% within the first year.

  • 25% within the second year.

  • The remaining balance within the third year.

    
    

• Work Permit Link: To support a work permit for a foreign employee, the initial THB 2,000,000 (or in some cases, THB 3,000,000) must be fully transferred into the RO's Thai bank account. Each additional foreign work permit generally necessitates the remittance of another THB 2,000,000 in capital.

2. Government Fees (Department of Business Development - DBD)

For the official registration of the Representative Office with the Department of Business Development (DBD), there are typically no significant direct fees for the application submission or certificate issuance.

3. Professional Service Fees

These fees cover the crucial expertise and comprehensive assistance provided by Bestar to ensure a smooth, compliant setup and ongoing operations in Thailand. These services are highly recommended for navigating the complexities of Thai regulations.

• Representative Office Setup/Registration:

  
  

  • Scope: This encompasses comprehensive support for preparing and filing all necessary documents with the DBD, drafting essential legal documents (e.g., Power of Attorney), providing strategic advice throughout the setup process, and ensuring full compliance with local laws.

  • Range: THB 60,000 - THB 150,000+ (approximately US1,700−US4,300+). The exact cost may vary based on factors such as the complexity of your head office's corporate structure and the volume of documents requiring notarization and legalization. More extensive initial service packages might incur higher fees (e.g., around US$17,925), potentially including initial tax registration and advisory.

    
    

• Notarization, Legalization, and Translation of Documents:

  
  

  • Scope: This covers the costs associated with having foreign corporate documents notarized in your home country, legalized by the Thai embassy or consulate, and subsequently translated into Thai by certified translators in Thailand.

  • Range: This varies considerably based on the volume, length of documents, and country of origin, typically ranging from THB 10,000 to THB 50,000+.

    
    

• Tax Registration (Post-DBD Registration):

  
  

  • Scope: This involves securing a Corporate Tax Identification Number from the Thai Revenue Department, a mandatory step after RO registration. Bestar includes this as part of our comprehensive setup package.

  • Standalone Cost (if billed separately): Typically a smaller fee, ranging from THB 5,000 - THB 15,000.

    
    

• Work Permit and Visa Application (for foreign staff):

  
  

  • Scope: This service provides assistance with the preparation and submission of applications for non-immigrant B visas and subsequent work permits for any foreign employees designated for the Representative Office.

  • Per Person: Expect to pay THB 30,000 - THB 80,000+ per foreign employee. This cost can fluctuate based on individual case complexity and the need for multiple renewals.

    
    

• Ongoing Accounting and Tax Compliance Services:

  
  

  • Scope: Representative Offices, despite not generating revenue, have significant ongoing accounting and tax compliance obligations. These services include monthly bookkeeping, payroll processing for all employees (Thai and foreign), and the annual preparation and submission of audited financial statements to both the DBD and the Revenue Department. They also cover withholding tax filings and social security contributions.

  • Monthly Bookkeeping: THB 10,000 - THB 30,000+ per month, depending on transaction volume.

  • Annual Audit & Tax Filing: THB 30,000 - THB 100,000+ per year, depending on the complexity of financial activities.

    
    

• Registered Office Address:

  
  

  • Scope: If a physical office space is not immediately available, a registered address for the RO is required. This can be provided through a virtual office service or as part of a serviced office package.

  • Monthly: For a basic registered address or virtual office service, expect THB 5,000 - THB 20,000+ per month.

How Bestar can Help

Thailand Representative Office Setup Guide

Here's a detailed breakdown of how Bestar can assist you in setting up a Representative Office (RO) in Thailand:

How Bestar Helps with Representative Office Setup

Engaging Bestar is highly recommended, if not essential, for a smooth and compliant setup of your Representative Office. Our expertise can save you significant time, potential legal issues, and ensure you meet all regulatory requirements. Here's a breakdown of our key services:

1. Initial Consultation and Feasibility Assessment:

• Understanding Your Needs: We will start by understanding your business objectives, the specific activities you plan to conduct through the RO, and your company's overall structure.

  
  

• Advising on Suitability: We will assess whether a Representative Office is the most appropriate structure for your needs in Thailand, or if another entity (like a Limited Company or Branch Office) might be more suitable.

  
  

• Regulatory Overview: We will provide a clear overview of the relevant Thai laws and regulations governing Representative Offices, including the Foreign Business Act, Department of Business Development (DBD) requirements, and tax implications.

2. Document Preparation and Legalization:

• Drafting Legal Documents: We will draft essential legal documents tailored to your specific situation, such as the Power of Attorney (POA) for your appointed representative in Thailand and the application to establish the RO.

  
  

• Ensuring Compliance: We will ensure all documents meet the stringent requirements of the DBD and other Thai authorities.

  
  

• Overseeing Notarization and Legalization: We will guide you through the process of having your foreign corporate documents notarized in your home country and then legalized by the Thai embassy or consulate. This is a crucial step for the acceptance of foreign documents in Thailand.

  
  

• Managing Certified Translations: We will arrange for the professional translation of all foreign documents into Thai by certified translators, as required by the DBD.

3. Registration with the Department of Business Development (DBD):

• Liaison with the DBD: We will act as your liaison with the DBD, streamlining the application process and handling all communication with the authorities.

  
  

• Document Submission: We will prepare and submit the complete application package to the DBD, ensuring all documents are in order and meet the required standards.

  
  

• Following Up on Application: We will track the progress of your application and address any queries or requests for additional information from the DBD.

  
  

• Obtaining Registration Certificate: They will obtain the official registration certificate (the 13-digit number) that permits your Representative Office to commence operations.

4. Tax Registration and Compliance:

• Tax ID Registration: We will assist you in registering for a Corporate Tax Identification Number with the Thai Revenue Department, a mandatory step even for non-revenue-generating ROs.

  
  

• Ongoing Tax Advice: We will provide ongoing advice on Thai tax regulations applicable to ROs, including withholding tax, personal income tax for employees, and annual tax filing requirements.

  
  

• Accounting and Reporting: We can provide or recommend accounting services to ensure your RO maintains proper monthly accounting records and prepares annual audited financial statements, as required by both the DBD and the Revenue Department.

5. Work Permits and Visa Assistance:

• Visa Applications: We will assist with the application for Non-Immigrant B visas for your foreign employees who will be working at the RO.

  
  

• Work Permit Applications: We will guide you through the complex process of obtaining work permits for your foreign staff, ensuring compliance with Thai labor laws and regulations.

  
  

• Work Permit Renewals: We can also handle the annual renewal of work permits, ensuring your foreign employees can continue to work legally in Thailand.

6. Ongoing Legal and Regulatory Support:

• Compliance Monitoring: We will keep you informed of any changes in Thai laws or regulations that may affect your RO and advise you on how to maintain compliance.

  
  

• Contract Review: We can review any contracts or agreements your RO may enter into, ensuring they are legally sound and protect your interests.

  
  

7. Other Services:

• Setting up a Thai Bank Account: Assist with opening a corporate bank account for the RO, including navigating the required documentation and procedures.

  
  

• Finding a Registered Office Address: Help you find a suitable registered office address, whether it's a virtual office or a physical office space.

  
  

• Payroll and HR Support: Bestar offers payroll processing and HR support services, ensuring compliance with Thai labor laws and social security regulations.

In summary, Bestar provides invaluable expertise and support throughout the entire process of setting up and operating a Representative Office in Thailand. Our services are crucial for ensuring compliance with complex regulations, avoiding potential legal pitfalls, and allowing you to focus on your core business activities.

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