Many business owners start from questions such as "how do I make income steadier?", "should I open branches or sell franchises?" or "should I sell myself or through agents?" These are business model questions, but the answers are not only in the numbers. Every model comes with a certain kind of contract, a certain kind of tax, a certain kind of licence, and certain duties to employees and to customer data. Owners who choose a model without looking at these tend to hit obstacles once they start.
This guide is an overview. It explains the parts of a business model in plain language and then links to our specific guide on each topic, without repeating their detail.
The core answer
A business model is the linked answer to six questions: who the business sells to, what value it gives, through which channel it delivers, how it earns, which resources and partners it depends on, and what costs it carries. When you change the answer to any one of them, what has to change is not just the numbers but also contracts, tax, licences, labour and personal data.
The rule (Thai law). Thai law has no "business model law" as such, but several laws come in according to the nature of the model. These include the Civil and Commercial Code on sale, hire of property, hire-purchase, hire of work, agency and brokerage; the Revenue Code on value added tax and withholding tax; the Labour Protection Act; the Personal Data Protection Act B.E. 2562; consumer protection law; trade competition law; and the specific laws on goods that need a licence. A business with foreign shareholders must also look at the law on foreign business operation.
Our practical view. Before changing model, write on one page the contracts you will have to sign in addition, the taxes that change, the licences you will additionally need, the employees whose work will change and the customer data you will additionally collect. Then discuss it with your accountant and lawyer before investing. It takes little time and avoids costs you had not planned for.
1. The parts of a business model
| Part | Question to answer | Where the law comes in |
|---|---|---|
| Customers | Who do you sell to: consumers, businesses, government or overseas? | Consumer protection law, contracts with business customers, public procurement rules, tax on exported services |
| Value delivered | Do you sell goods, services or outcomes? | Liability for goods and services, standards and labels, specific licences |
| Channel | Shop front, online, agents or branches? | Commercial registration, agency contracts, trademarks, personal data |
| Revenue form | One-off sale, monthly, pay per use, commission or rental? | When VAT arises, automatic renewal, collecting money in advance |
| Resources and partners | Who manufactures, who delivers, who holds the formula, who holds the licence? | Manufacturing contracts, ownership of formula and brand, dependence on a single party |
| Cost structure | Fixed or variable costs; hiring staff or outsourcing work? | Employment contracts, hire of work, labour protection law |
Reading the table left to right is an exercise for each model the business is considering. You will see that one model changes more than one row of law at the same time.
2. Table: choose this model, and what changes in law
| Option | Contracts that change | Tax to look at | Licences / registration | Labour | Personal data |
|---|---|---|---|---|---|
| Monthly revenue instead of one-off jobs | Scope per cycle, renewal, termination | When VAT arises on services | Generally nothing added | A standing team is needed | If you hold member customer data |
| Goods plus after-sales service | Warranty, liability for defects | Separate goods income from service income | By type of goods | Technicians and service team | Usage data and customer addresses |
| Contract manufacturing or building a brand | Formula, design, trademark | Tax by status as manufacturer or seller | Product licence, and who holds it | If you have your own factory | If you sell direct to consumers |
| Branches, franchise, agents | Franchise, agency, distributor contracts | Tax by status, branches, VAT registration (ภ.พ.) | Branch registration, registration of trademark licences | Staff per branch | Data shared with the licensee |
| Fixed, hourly or monthly pricing | How work is measured, change requests, billing | When tax arises, withholding tax | Generally nothing added | Time recording | If you hold customer data |
| Marketplace or own website | Platform terms, shop's sale terms | Platform reports | Electronic commerce, direct marketing | Admin and delivery team | Shop is the controller when it collects data itself |
| Sell, rent or pay per use | Sale, hire, hire-purchase | Tax differs by form | In some cases a contract-controlled business | Maintenance team | Usage data |
| SaaS and membership | Online contract, automatic renewal, SLA | Services, tax on exported services | Consider relevant incentives | Software team | Role as data processor |
| Broker, agent or buy-to-resell | Brokerage, agency or sale contract | Fees and withholding tax | Foreign-owned businesses may be restricted | Sales team | Whose customer data it is |
This table is a thinking tool, not a final answer. Detail for each model is in the specific guides below.
3. From one-off jobs to monthly revenue
Recurring revenue models, such as monthly care services, maintenance packages and subscriptions, make income more predictable, but you must write down what the customer gets each month, whether they may skip use, whether it renews by itself, and how it ends. VAT on services often arises when payment is received, so check with your accountant. Detail is in From one-off jobs to recurring monthly revenue.
4. Selling goods with after-sales service
When you add installation, maintenance and spare parts, the seller takes on liability for defects under the Civil and Commercial Code, as well as liability for unsafe products, and must write the warranty terms clearly. See Selling goods only, or goods plus after-sales service.
5. Contract manufacturing or building your own brand
OEM gives predictable production orders. Your own brand gives bargaining power but means carrying product and licence risk. The key matters are the trademark, the formula and the licence holder. See Contract manufacturing (OEM) or your own brand, and Single supplier or factory dependency for the backup plan.
6. Expanding through branches, franchises or dealers
Thailand has no specific franchise statute, so you depend mainly on the contract, together with fair trading practice and the registration of trademark licences. The choice is between investing yourself or having others invest in return for giving up some control. See Expanding with your own branches, franchises or dealers and Before opening a second branch.
7. Pricing a service
Fixed, hourly and monthly pricing are not only a numbers question. They decide who bears the risk when work goes beyond scope, and the contract must reflect how the price is set. See Pricing a service business: fixed, hourly or monthly. For choosing which jobs to take, see More work but less profit: which jobs to accept.
8. Choosing an online sales channel
A marketplace brings customers quickly. Your own website gives you ownership of data, but you become a full personal data controller and must look at electronic commerce registration and direct marketing. See Selling on a marketplace or your own website.
9. Choosing business customer segments
Government, large organisations, SMEs and overseas customers carry different risks and conditions, including payment, security and documents. See Choosing B2B customer segments, and if you depend too much on a single customer, see Depending on one big customer.
10. Selling, renting or charging by use
Sale, hire of property and hire-purchase are different types of contract with different forms, effects on ownership and maintenance burdens, and in some cases the business is one whose contracts are controlled by law. See Sell, rent or pay per use.
11. SaaS and subscription contracts
Pricing per user, in tiers or by usage has to fit with the online contract, automatic renewal, price changes and suspension of service. See Pricing SaaS and subscription contracts.
12. Brokers, agents and buy-to-resell
These three roles differ in who holds stock, who carries credit risk and who is bound to the customer. A business with foreign shareholders may also be caught by restrictions on certain kinds of activity. See Broker, agent or reseller.
13. Trial before you change for real
If you are not sure, trial it as a pilot with stop conditions set in advance and a fixed-term contract. Check that existing contracts do not forbid it and check the company's objects. See Piloting a business model change.
14. The order of thinking when changing model
- Write the new model in all six parts and mark which parts change from the present.
- Check existing contracts that may forbid or limit the new model, such as exclusivity, restrictions on competing and price-maintenance terms.
- Check the company's objects and the licences you hold.
- Ask your accountant about VAT, withholding tax and revenue recognition under the new model.
- Check the effect on employees. Changing duties or employment terms needs consent under labour law.
- Check the personal data you will collect additionally and the contracts with data processors.
- Trial in a small scope first, then expand.
- Use a business plan that reflects the limits above. See business plan preparation.
15. Checklist before changing model
- The new model is written in all six parts and compared with the old
- Existing contracts with customers, agents and the factory do not forbid the new model
- The company's objects and licences cover the new activity
- Your accountant has confirmed the tax effects and how income is recorded
- A template contract for the new model is ready before the first sale
- You have checked the effect on employees and how to obtain consent when terms must change
- You have a plan for the personal data involved
- The success criteria and stop criteria for the trial are set in advance
Further reading
- From one-off jobs to recurring monthly revenue — recurring revenue and renewal contracts
- Selling goods only, or goods plus after-sales service — warranty and liability
- Contract manufacturing (OEM) or your own brand — trademark, formula and licence
- Expanding with branches, franchises or agents — control, capital and speed
- Pricing a service business — contract and pricing method
- Selling on a marketplace or your own website — channel and customer data
- Choosing B2B customer segments — government, enterprise, SME, overseas
- Sell, rent or pay per use — sale, hire, hire-purchase
- Pricing SaaS and subscription contracts — pricing and renewal
- Broker, agent or reseller — roles and risks
- Piloting a business model change — test before you change for real
- More work but less profit: which jobs to accept — choosing work by real profit
- Depending on one big customer — concentration risk
A business model is not just a way to earn. It is a set of contracts, tax, licences, labour and data that must travel together. Check all of them before you change, and trial small before you expand.
We help review existing contracts, set up the contract structure and documents for a new model, and work alongside your accountant on the tax side. For an initial consultation, call +66 92 254 2045 or send us the details. See also business plan preparation and contracts and documents.
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.
