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SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
SUWANVARA LAWFIRM
SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
Business Services

Franchise Agreements & Franchising in Thailand

A franchise only sells if the branches make money

Franchise Agreements & Franchising in Thailand
Business Services

A franchise only sells if the branches make money

Franchises that last do not start with the contract; they start with a branch that still makes money after paying the franchisor. We help brand owners model branch economics, set entry and ongoing fees both sides can live with, register the trademark, and draft agreements and manuals that can be enforced, with full disclosure to prospects. For buyers, we review the contract and the numbers before you sign.

What we cover

Branch economics and the structure of entry and ongoing fees
Trademark registration and recording of the licence
Franchise and master franchise agreements, and disclosure documents
Operations manuals, confidentiality and non-compete terms
Pre-signing review of contract and numbers for franchisees
Foreign franchises entering Thailand, and tax on royalties paid abroad

Start with branch economics

Before selling franchises, work out what a branch earns after royalties and the supplies it must buy from the brand. If the pilot branch pays back slowly, every franchise sold passes the problem on to franchisees and to the brand's name. We help set entry and ongoing fees that make sense for both sides.

The trademark is the asset

Register the mark for the goods and services actually used, grant the licence in writing and record it with the Department of Intellectual Property. Recipes, processes and manuals are protected by confidentiality terms.

Agreements that hold up

The agreement should settle store standards, territory, supply, audits, renewal and what happens on termination. Terms that are unreasonably one-sided risk breaching the Trade Competition Commission's guidelines and may not be enforced by a Thai court.

For franchisees

Ask for the disclosure document and figures from operating branches, and talk to existing franchisees before signing. We check the terms that cause trouble later: minimum purchases, mandated refits and penalties for closing before the term ends.

Foreign brands entering Thailand

Choose between a master franchisee for the whole country and entering directly, check whether the business needs a Foreign Business Licence, and plan for withholding tax on royalties paid abroad, which a double tax treaty may reduce.

Talk to us about this

Free initial consultation. Tell us what your business needs and we'll map the steps and a quote.

Talk to us about this+66 92 254 2045

Frequently asked questions about Franchising

6 questions answered

Not a dedicated statute. The Trade Competition Commission has guidelines on unfair trade practices in franchising, which expect franchisors to disclose key information before signing and to avoid unreasonably one-sided terms. They apply alongside contract, trademark and tax law.
The total cost over the whole term, not just the entry fee; supply obligations; territory; renewal; and what happens on termination. Then work out when the branch pays back on realistic sales.
It should be. What a franchise sells is the right to use the brand, and a licence of a registered mark must itself be recorded with the Registrar. An unregistered brand can be filed first by a franchisee or anyone else.
From the support the brand actually provides and what a branch can earn, not only by comparison with other brands. Fees set too high close branches early, which damages the whole system's reputation.
That depends on the non-compete and confidentiality terms. A restraint that is too wide or too long may be enforced only as far as a court finds fair, while continued use of the trademark after termination is an infringement that can be pursued.
As a base, yes, but adapt it to Thai law: recording the trademark licence, tax, the contract language if it must be used in a Thai court, and the unfair trade practice guidelines.

Further reading

Intellectual Property Guide
Who Owns the Brand? Structuring Trademark and IP Ownership When You Incorporate in Thailand

Should your Thai operating company or an offshore holding entity own the mark? What first-to-file means when your brand launched abroad, licensing the mark down to your Thai company, employee and contractor IP, and what a diligence lawyer will look for later.

9 min readBusiness Law
Registering a Trademark in Thailand: Steps, Documents and How Long It Takes

Thailand protects the first to file, not the first to use. How a Thai trademark application moves from search to registration, what to prepare, where applications get refused or opposed, and how to keep the registration alive once you have it.

9 min readForeign Investment Guide
Do You Need a Thai Company to Sell Here? Export Direct, Appoint a Distributor, or Set Up Your Own Importer

Choosing a market-entry route before committing capital. Who is the importer of record and what that commits each party to, the distributor agreement terms nobody drafts until it is too late, warranty exposure by route, and a decision table by volume, margin, control and speed.

10 min read

Other business services

Company & Corporate Registration
Company formation, changes to directors/capital/address/objectives, dissolution, and full DBD paperwork — handled end-to-end by a team that sees it through.
Accounting & Monthly Tax
Monthly bookkeeping, tax filing (withholding & VAT), annual financial statements, payroll, and social security — all in one place, right after we register your company.
Business License Applications
Industry-specific licenses — restaurants, food sale/storage, hotels, import-export, FDA, and e-commerce — with documents prepared and agencies coordinated for you.
Contract Drafting & Document Review
Draft and review business contracts of every kind — employment, NDAs, services, sale, lease — plus website T&Cs/privacy policies and demand letters, to prevent disputes before they start.
Notarial Services & Certified Translation
Notarial Services Attorney certification of signatures and documents, certified translation, and embassy/consular liaison — for use at home and abroad.
Employer Labour-Law Compliance & HR Advisory
Employment contracts and work rules that hold up, a documented discipline-and-termination process, and a standing labour adviser your HR team can call before they act — not after.
Work Permit & Visa Processing Service
Work permits and business visas filed and renewed end to end — company eligibility checked first, employer paperwork prepared, 90-day reporting handled, and clean cancellation when staff leave.
Retained Corporate Legal Counsel
A named lawyer on monthly retainer — reviewing the contracts you use, answering day-to-day questions, issuing demand letters, and settling disputes before they reach court.
Customs & Cross-Border Trade Compliance
Tariff classification and customs valuation, responding to post-clearance audits, challenging retrospective duty assessments, and claiming the privileges you are entitled to.
PDPA Compliance & Data Protection
Find out where the organisation is actually exposed, then put the documents and procedures in place — policies, consents, processing records, processor contracts, data-subject requests, and breach response.
Demand Letters for Unpaid Debts
A lawyer-issued demand letter setting a deadline to pay — putting the debtor formally in default, building the evidence you will need in court, and staying inside what the law on debt collection allows.
Legal Notices & Cease-and-Desist Letters
Lawyer-issued notices that terminate a contract, require a property to be vacated, demand an infringement stop, or set a deadline to cure a breach — plus replies to notices you have received.
Factory Setup in Thailand
The legal sequence for a new plant — investment route and site, land and lease diligence, building and factory licensing, machinery import, and work permits for the team that installs and runs it.
Family Business & Succession
Family constitutions, holding-company structures, shareholders' agreements between family members, and a plan for passing shares and management to the next generation — with what the family agrees written into documents Thai law will actually enforce.
Business Plans & Feasibility Studies
Business plans and financial projections for bank loans, BOI promotion applications, Foreign Business Licence applications, investors and partners, and project feasibility studies — written by the same team that prepares the legal documents.
Thai FDA Product Registration
Thai FDA registrations and notifications for food, supplements, cosmetics and medical devices, made in Thailand or imported — with a clear decision on who holds the licence, so the brand is not tied to a factory or importer.
Trademark Registration
Clearance searches, choice of classes, filing, responses to the Registrar, oppositions and renewals — plus international filings through the Madrid system.
Joint Ventures & Shareholders' Agreements
Structuring joint ventures between Thai and foreign partners, drafting joint venture and shareholders' agreements, forming the JV company, and agreeing the way out if partners disagree or part ways.
Asset Tracing & Judgment Enforcement
Tracing a debtor's assets before suing to judge whether the claim is worth pursuing, interim seizure when assets are being moved, and enforcement of judgments through seizure, attachment and auction — for business and foreign creditors.
Corporate Secretarial Services
Keeping a Thai company's annual obligations complete and on time — shareholder meetings, minutes, the shareholder list, filing financial statements and registering changes — especially for companies with directors or shareholders abroad.
Company Closure & Liquidation
Closing a Thai company properly from start to finish — the resolution to dissolve, registration, Revenue Department notices and VAT cancellation, staff, the liquidation accounts and final registration — handled by the legal and accounting teams together.
Buying & Selling a Business
Due diligence before you buy, a view on whether the price or key money is worth it, sale or takeover agreements, and the transfer of leases, licences and staff — for buyers and sellers.
Buying Property at Court Auction
Checks before you bid on a house, land or condo unit at a court auction — title, encumbrances, occupants and unpaid common fees — and the work after you win, through transfer of title and removal of anyone still in the property.
Employment Contracts, Salary Structures & Employee Handbooks
A complete set of HR documents for Thai companies: employment contracts by role, a salary structure that holds up legally and financially, work rules, and an employee handbook that agrees with them.
Migrant Worker Compliance for Employers (MOU Workers)
The employer's legal side of hiring workers from Myanmar, Laos and Cambodia under the MOU system: file checks, contracts, hiring and exit notices, renewals, changes of employer and inspections — alongside licensed recruitment agencies.
Employee Misconduct & Fraud Investigations
When an employee is suspected of fraud or serious misconduct: preserving evidence, a fact-finding process under the work rules, a properly founded disciplinary decision, a criminal complaint, and recovering the money.
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