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Representative Office in Thailand - Rep Office

Setting up a Representative Office (Rep Office) in Thailand is a good way for foreign businesses to explore business opportunitis in Thailand or the region.

Application documents:

  1. A copy of a certificate or evidence of juristic person status containing particulars of the name, capital, objects, place of business, list of directors and authorized signatories of the juristic person.
  2. A letter of appointment of a representative issued by the authorized signatory of the juristic person applicant as appointer of the agent in charge of the operations in Thailand on behalf of the juristic person.
  3. A copy of the appointed representative’s passport, identification document for foreigners or identification card.
  4. A copy of the appointed representative’s house register, certificate of residence in the Kingdom or evidence of permission to enter the Kingdom for a temporary stay under immigration laws.
  5. A declaration by the applicant certifying that the applicant, directors, managers or appointed representative satisfy the qualifications and do not possess a prohibited characteristic under section 16 of the Foreign Business Act, B.E. 2542 (1999).
  6. * A declaration of details of the type of business for which a license application is made.
  1. A map indicating the approximate location of the place of business operation in Thailand.
  2. A power of attorney in the case where another person has been authorized to act on the applicants behalf.
  3. Other evidence or documents (if any), such as:
    1. Confirmation from the head office of the salary and other remuneration of the person in charge of the operations in Thailand.
    2. The head office’s annual report.

Procedure and Timming

Fees Rates:

  1. Application fee: 2,000 baht.
  2. License           
    - natural person: 20,000 baht;
    - juristic person: five baht for every thousand baht of the registered capital subject to a minimum fee of 20,000 baht and a maximum fee of 250,000 baht; the amount in excess of one thousand baht shall be deemed as equivalent to one thousand baht.
  1. Application to inspect or make copies of documents: 200 baht per application.
  2. Application for the registrar to make copies or photocopies of documents and affix a certification: 100 baht per page.
  3. Application for a certification of the contents deposited by the registrar: 100 baht per item.

* The declaration stating details of the type of business for which the license applications is made shall contain the following items:

  1. The type of business for which the application is made, including the stages of operations.
  2. An estimate of the expenditure as regards the amount of funds which the applicant will expend in Thailand for the acquisition of fixed assets and for the operational expenses of the business in each year over a period of three years or over the actual period of business operation in the case where the business was operated for less than three years.
  3. The size of the operations.
  4. The size of workforce in Thailand employed by the applicant.
  5. A plan for the import of foreign technology and the transfer of technology (if any).
  6. A plan for research and development, with an explanation of the working plan for the proposed research and development (if any).
  7. The intended period of business operation.
  8. The overall benefit to the economy which Thailand is expected to receive from the business operation.

Scope of business of a representative office

  1. Procurement of supply sources for goods and services in Thailand for the head office.
  2. Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
  3. Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
  4. Dissemination of various information pertaining to new goods or services offered by the head office.
  5. Reporting business movements in Thailand to the head office.

General Criteria:

  1. The office must be a juristic person established under the laws of a foreign country.
  2. The office must not derive any revenue from its offices.
  3. The office cannot accept purchase orders, make sales offers or engage in business negotiations with any person.
  4. The office must receive subsidies for office expenses from the head office only.
  5. The office must prepare financial statements from the Accounting Act.

Conditions:

  1. Loans from banks or other financial institutions which are incidental to a licensee’s business operations, where the license is a juristic person registered in Thailand, can be made to an amount not exceeding the proportion of one part capital to seven parts loan.
  2. In case where the licensee is a juristic person registered in Thailand and has foreign directors with the authority to bind the juristic person, at least one such director shall be domiciled or has residence in Thailand; in the case where a licensee is a juristic person not registered in Thailand and has a foreign representative who is in charge of the operations in Thailand, at least one such person in charge shall be domiciled or have residence in Thailand.

Warning:

  1. The applicant must completely fill in the application form in print, which must also be signed by the applicant or by an appointee in the case where another person was authorized by a power of attorney to act on his/her behalf.
  2. In the case where a power of attorney was executed in a foreign country, such power of attorney must be notarized by an official or by a person who has been prescribed with the powers of notarization by the laws of such country, or by an authorized official of the Royal Thai Embassy or Royal Thai Consulate stationed in such country at a time not exceeding six months prior to the date of submission of application.
  3. In the case where the power of attorney was executed in Thailand and the appointer does not have residence in Thailand, a copy or photocopy of the passport or certificate of temporary residence, or other evidence showing that at the time of the power of attorney such person had truly entered into Thailand, must be submitted.
  4. In the case where the evidence or documents in support of the application have been signed in a foreign country, the applicant must provide for the certification of such signatures.
  5. If the evidence or documents submitted in support of the application are in a foreign language, their translations in Thai must be provided. The applicant and the translator must affix their signatures to certify the correctness of the translations.
  6. The applicant must certify the correctness of copies or photocopies of evidence or documents submitted

Place of application for a license:

  1. In Bangkok, an application maybe submitted at the Department of Business Development, Ministry of Commerce.
  2. In other provinces, an application may be submitted at the Provincial Office of Business Development

Tax Guidance for Representative Office in Thailand click here.

Q&A

Q1: What are the cost of setting up a representative office in Bangkok.
Panwa:
Our fee is Baht 100,000. And Government fee, consist of:

  1. Application fee is Baht 2,000.
  2. License
    - Nnatural person: 20,000 Baht;
    - Juristic person; five baht for every thousand of the registered capital subject to a minimum fee of 20,000 baht and a maximum fee of 250,000; the amount in excess of one thousand baht shall be deemed as equivalent to one thousand baht.

Q2: What are the requirements?
Panwa: Below is the requirement for your consideration.

  1. Your scope of business which will carry on in Thailand need to fall as objective below:
    • Procurement of supply sources for goods and services in Thailand for the head office.
    • Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
    • Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
    • Dissemination of various information pertaining to new goods or services offered by the head office.
    • Reporting business movements in Thailand to the head office.
  2. This Rep Office will not generate income in Thailand or elsewhere or involve in any activity which will generate its income, and:
      • The office must be a juristic person established under the laws of a foreign country.
      • The office must not derive any revenue from its offices.
      • The office cannot accept purchase orders, make sales offers or engage in business negotiations with any person.
      • The office must receive subsidies for office expenses from the head office only.
      • The office must prepare financial statements from the Accounting Act
  3. Need to have the minimum capital at Baht 3 million and also need to bring into Thailand within 3 year.
  4. Need to declare the Rep status information every year.
  5. List of documents will be informed you later after you accept our proposal.

Q3: Could i just sent one of the Singapore employee to station there without hiring any Thai employee.
Panwa: Yes you can send Singaporean employee to work without Thai employee, anyway case of need working permit you need to hire 4 Thai for apply 1 working permit.

Q4: Is there any capital requirement registered in Singapore to be qualify?
Panwa: No requirement for the capital registered in Singapore, anyway for the license fee is calculated from the cost of its capital (five baht for every thousand of the registered capital).

Q5: Do we still have to pay tax to the government in Thailand, as all money transaction will be deal in Singapore. 
Panwa: Actually there is no Corporate Income Tax (CIT) to pay in Thailand, anyway the CIT return still need to file every year and also its half year CIT.
And please visit our website for tax structure of Rep Office in Thailand; http://panwagroup.com/representativeoffice-taxguidance-thailand.htm
Q6: For branch/rep office – do the financial accounts need to be audited?
Panwa: Yes, all branch or representative offices are required to prepare financial statement to be sign by the auditor. Under Thai law the financial statement must be submitted at the Ministry of Commerce and Revenue Department.
Q7: The THB3 million capital – after they show the amount, is there any restriction of use of this funds, or any requirements or conditions?
Panwa: There must be the minimum capital to be remitted to Thailand for the commencement of business operation as stipulated by law, which shall not be less than Baht three million within three years;
Q8: Can a foreigner (non-Thai) to be domiciled in Thailand?
Panwa: Yes they can, a foreigner must have a domiciled residence address here in Thailand (excluding hotel or apartment) so that the government can easily contact them.

For more information, please feel free to contact us:
Phone Nos.: +66 2 933 6121, +66 2 933 6122, +66 2 933 5601
(for call inside Thailand use 0 instead of +66)
Fax:
+66 2 933 6120
Email: mgr@panwa.co.th
Please CC: to our alternate email: panwagroup@gmail.com

Representative Office - Thailand

By Panwa Group of Companies, Bangkok and Phuket

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