Should the Thai company or our overseas holding company own the mark?

Both are used and the right answer depends on what you are optimising for. Ownership by an offshore holding company keeps the brand out of the Thai operating entity, which matters if that entity is ever sold, restructured or exposed to claims, and it keeps control with the founders where there are local shareholders. Ownership by the Thai company is simpler, avoids a licence chain and the cross-border payments that come with it, and can sit better with promotion or investment structures. What is never right is leaving it undecided while the brand starts trading.

Our brand launched overseas first. Does that protect us in Thailand?

Not by itself. Thailand operates on a first-to-file basis, so rights here generally follow registration in Thailand rather than use somewhere else. Reputation built abroad can matter in a dispute, but arguing it is slower, more expensive and less certain than having filed. The practical consequence is that the filing decision belongs at the start of your market-entry plan, not after the first shipment or the first distributor conversation.

Our distributor has offered to register the mark for us. Is that a problem?

It is one of the most common and most damaging problems foreign brands run into here. Once your distributor or agent holds the registration, they hold leverage over your access to the market — including on termination, when you would be the party asking them to hand something back. If a local party will hold anything, it should be under a written agreement that says it is held for you, with an obligation to assign on demand. Registration in your own name is far better.

Do we need a written licence to let our Thai company use our mark?

Yes, and it should exist before revenue does. A licence establishes that the Thai company's use is authorised and preserves the owner's control over quality and scope. Without one, you have an operating company building goodwill in a mark it has no documented right to use, which creates problems on any future sale, investment round or dispute with a local shareholder — and can complicate enforcement against a third party.

Who owns work created by our Thai employees and contractors?

Do not assume it defaults to the company. The position differs between employees and independent contractors, and between categories of intellectual property, and contractors are where foreign companies most often find a gap. The reliable fix is contractual: assignment provisions in employment contracts and in every contractor and agency engagement, executed before the work starts. Retro-fitting an assignment after a relationship has ended is a negotiation, not an administrative step.

We may take BOI promotion or outside investment later. Does that change anything?

It raises the cost of getting this wrong. Diligence on a promotion application, an investment round or a sale will trace the IP chain: who owns each mark, whether registrations are in the right name, whether licences exist and are consistent, and whether employee and contractor assignments are in place. Gaps found at that point are fixed under time pressure and with the other side aware of the weakness. Fixed at incorporation, the same work is routine.

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

The question nobody asks until it is expensive

Foreign founders setting up in Thailand usually treat incorporation and brand protection as separate errands — the company first, the trademark "when we have time".

By the time the trademark gets attention, three things have often already happened: the brand has been trading, a distributor has been appointed, and somebody has filed something.

This guide covers the structural decisions worth making before the incorporation papers are filed.

General information only, not advice on a specific matter. Money moving out of Thailand under a licence has tax consequences that must be modelled before signing — bring the draft licence to your tax adviser and to us together, and see our foreign investor guide.

1. The decision: who owns the mark

Offshore holding company owns it

Keeps the brand out of the trading entity, which matters if that entity is sold, restructured or faces claims
Keeps control with the founders where the Thai company has local shareholders
Requires a licence chain down to the operating company, and cross-border payments if royalties are charged

The Thai operating company owns it

Simpler; no licence chain, no cross-border royalty question
Can sit better with promotion or local investment structures
Ties the brand to an entity you may one day want to sell, restructure or wind down

There is no universally right answer. There is a universally wrong one: leaving it undecided while the brand starts trading.

2. What happens when nobody decides

Three failure patterns, all common, all avoidable:

Founder-held marks. Registered in an individual's name because that was fastest. Becomes a problem at the first investment round, and a serious one if the founders later fall out.
Agent- or distributor-filed marks. Your local partner registers "to help". They now hold leverage over your access to the market, most acutely on termination.
Squatting. A third party files a mark matching yours before you do. Recovering it is possible but slow, costly and uncertain — and meanwhile your launch is blocked.

3. First-to-file, and what it means for you

Thailand works on a first-to-file basis. Rights here generally follow registration in Thailand, not use elsewhere.

Reputation built abroad can matter in a dispute, but relying on it is slower, more expensive and less certain than having filed.

Practical consequences:

The filing decision belongs at the start of market entry
File before appointing distributors, before trade shows, and before any public launch
Consider the categories your business will actually need, including adjacent ones you plan to expand into
Check what is already on the register before you commit to the name — a rebrand before launch is inconvenient; a rebrand after is expensive

4. Licensing the mark down to your Thai company

If an offshore entity owns the mark, the Thai company needs a written licence — and it should exist before revenue does.

What the licence should settle:

Scope: which marks, which goods and services, which territory
Exclusivity, and whether the Thai company can sub-license
Quality control, which is what preserves the owner's control over the brand
Term, termination, and what happens to stock and materials on termination
Whether it is royalty-bearing, and on what basis

Two failure modes we see: no licence at all, and a licence signed years after the Thai company started using the mark. Both create problems on a future sale, an investment round, or a dispute with a local shareholder.

5. IP created by your Thai team

Do not assume ownership defaults to the company. The position differs between employees and independent contractors, and between categories of intellectual property. Contractors are where foreign companies most often find a gap — the designer who made the logo, the agency that built the packaging, the developer who wrote the app.

The reliable fix is contractual and cheap if done early:

Assignment provisions in employment contracts
Assignment in every contractor, agency and freelancer engagement, executed before work starts
A record of what was created, when, and by whom

Retro-fitting an assignment after a relationship has ended is a negotiation, and the other side knows you need it.

6. What a diligence lawyer will look for later

When you seek promotion, raise investment or sell, the IP chain gets traced:

Who owns each mark, and is the registration in the right name?
Do the registrations cover the goods and services actually sold?
Do licences exist, are they signed, and are they consistent with how the business actually operates?
Are employee and contractor assignments in place?
Are there disputes, oppositions or third-party rights that were never resolved?

Gaps found at that stage are fixed under time pressure with the other side aware of the weakness. Fixed at incorporation, the same work is routine.

7. Founder checklist before incorporation

Decide who owns the mark, and write the decision down
Search the register before committing to the name
File in Thailand in the categories the business will actually use
Never let a distributor or agent register in their own name
Prepare the licence if an offshore entity will own it
Put assignment clauses in employment and contractor templates from day one
Keep a register of marks, filings, renewals and licences in one place

Summary

Decision	Get it wrong and
Who owns the mark	It sits in the wrong entity when you sell or restructure
When to file	Someone else files first and blocks your launch
Distributor registration	Your partner holds leverage over market access
Licence to the Thai company	Goodwill accrues to an entity with no documented right
Employee and contractor IP	You do not own the logo, the packaging or the code

All of this is cheap at incorporation and expensive at diligence. Nothing on this list gets easier by waiting.

We handle trademark filing and IP structuring alongside company formation, so the ownership decision is made once and documented properly. Initial consultation is free — call +66 92 254 2045 or send us the details. See also intellectual property services and company registration.

This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.