Business & Corporate Lawyers in Thailand
The structure you choose at incorporation is the one you live with — and the expensive time to change it is later
The structure you choose at incorporation is the one you live with — and the expensive time to change it is later
Most corporate problems we are asked to fix were created at setup: a shareholding arrangement that does not do what the founders believed, a contract signed by someone without authority, or a foreign-ownership structure that works until the day it is examined. None of them look like problems at the time. We advise on getting the structure right at the outset for both Thai and foreign-owned businesses, and on the agreements a company signs repeatedly — because those are where risk actually accumulates. Where something already needs unwinding, we say what it will take rather than what would be easiest to hear.
Service Scope
Shareholding is not just a percentage
Founders tend to negotiate the split and treat the rest as paperwork. What actually determines control is the combination of the shareholding, the classes of shares, the quorum and voting thresholds in the articles, and who holds authority to bind the company. Two companies with identical percentage splits can behave completely differently when the shareholders disagree. Getting these aligned at incorporation costs a fraction of what it costs to renegotiate them once there is a dispute and no agreed mechanism to resolve it.
Foreign ownership: understand which route you are on
The Foreign Business Act restricts the activities foreign-majority companies may carry on, and the practical routes around it are distinct: a Thai-majority structure, treaty rights where they apply, or BOI promotion for qualifying activities. Each carries different conditions and different ongoing obligations. Structures that rely on nominee arrangements to appear compliant carry a risk that does not go away with time — it simply waits for the moment someone examines the shareholding.
The contracts a company signs repeatedly
Most commercial risk sits not in the large one-off agreement but in the standard terms used every week — the supply agreement, the service contract, the purchase order. If those are loose about scope, payment triggers, liability and termination, every transaction inherits the same weakness. Reviewing the templates once and putting a signing process around them is usually worth more than reviewing individual deals as they arise.
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Frequently asked questions about Business & Corporate Law
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Further reading
About to start your own business but not sure whether you should register a company, a limited partnership (หจก.), or a commercial registration — the actual steps, the information and documents to prepare, and the obligations that start counting from the day the company is born
17 min readForeign Investment GuideBefore you incorporate, someone has to decide what your company actually does. The classification interview we run, the four routes a service or trading business realistically chooses between, and what a formation agent offering you a Thai 51% is really selling.
11 min readForeign Investment GuideChoosing 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 readForeign Investment GuideCash gets trapped in Thai subsidiaries for structural reasons decided at incorporation, not banking ones. The debt-versus-equity choice you cannot cheaply reverse, where IP should be owned before the brand has value, the substance behind any charge to the Thai entity, and how these structures fail.
10 min readForeign Investment GuideA promotion protects the company, not the founders from each other. What promotion does and does not cover when several foreign shareholders are involved, the shareholders'-agreement questions the timetable forces you to settle before filing, and which choices become irreversible.
9 min readIntellectual Property GuideShould 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 read