泰互帮How to Choose a Thai Company Type: Limited Company, Partnership, Representative Office, Branch & BOI Compared
First: what you actually want to do decides the entity
- To genuinely trade, earn, hire and invoice: almost always a Private Limited Company, Thailand's mainstream vehicle
- Only market research/liaison, no revenue: a Representative Office — but it cannot earn income
- A parent extending directly into Thailand: a Branch, but liability isn't separated from the parent
- To lift foreign limits and get tax benefits: qualifying industries can go via BOI — see the BOI application guide
- For the overall foreign-business framework, see the foreigner's business guide
Five entities at a glance
| Type | Can it earn revenue? | Foreign shareholding | Liability | Best for |
|---|---|---|---|---|
| Private Limited | Yes, most versatile | Capped under the FBA — usually ≤49% (unless BOI/licence) | Limited | Most who genuinely trade |
| Partnership | Yes, rarely used | Also foreign-capped | Unlimited/partly limited | Specific partnership cases |
| Representative Office | No revenue | Can be 100% foreign | Parent liable | Research/liaison/sourcing only |
| Branch | Yes (within approval) | Foreign entity | Parent jointly liable | Parent extension, specific projects |
| BOI company | Yes, with benefits | Can lift some limits | Limited | Qualifying targeted industries |
Figures and scope change — follow current DBD and BOI rules.
Why most end up with a Private Limited Company
- It can genuinely do business: sign contracts, invoice, hire and get work permits — a Rep Office or liaison entity can't; on hiring see the work permit guide
- Limited liability: shareholders are liable up to their capital, more protective than a branch/general partnership
- But you face foreign limits: most sectors cap foreign shareholding at 49%, so arrange compliant Thai shareholders or go via BOI/a Foreign Business Licence — don't use illegal nominees; risks below and in the nominee/property risks guide
- Monthly/annual obligations: bookkeeping, VAT, social security and audit — see the monthly compliance guide and annual audit guide
When a Rep Office, Branch or BOI fits
- Representative Office: a parent doing market research, liaison, sourcing QC, reporting — can be 100% foreign but strictly no revenue; trading beyond scope gets flagged
- Branch: a parent extending business and trading within approval, but with no liability separation and possible scope/licence limits
- BOI company: targeted industries (tech, manufacturing) that meet thresholds can lift foreign limits, get tax breaks and hiring ease, subject to BOI approval — see the BOI guide
- Specific sectors have their own licences — see restaurants, e-commerce, import/export, manufacturing
Frequently asked questions
Which entity do foreigners usually use to open a company in Thailand?
Most use a Private Limited Company, because it can genuinely operate — sign contracts, invoice, hire and obtain work permits — with limited shareholder liability. A Representative Office can't earn revenue and a Branch has no liability separation, so neither suits normal trading. The core issue with a limited company is the foreign-shareholding limit: most sectors cap foreign ownership at 49%, so you'll need compliant Thai shareholders, or go via BOI promotion or a Foreign Business Licence (FBL) to lift it. Qualifying targeted industries should assess BOI first — it can lift limits and add tax benefits. Entity choice and foreign rules follow current DBD and BOI regulations.
What's the difference between a Representative Office and a limited company?
The core difference is whether it can earn money. A Representative Office is limited to non-revenue activities — market research, liaison, sourcing QC, reporting to the parent — and cannot generate income in Thailand; the upside is it can be 100% foreign-owned with a simple structure, but you can't invoice or collect through it. A Private Limited Company is the real operating vehicle — it can contract, invoice, hire and obtain work permits — at the cost of foreign-shareholding limits in most sectors and full bookkeeping/tax/audit duties. In short: a Rep Office for a liaison/research base; a limited company (or BOI if you qualify) to genuinely trade, subject to current rules.
When should I consider a BOI company?
When you're in a BOI targeted industry (tech, manufacturing, innovation, certain services) and can meet the investment or qualification thresholds, assess BOI first. The benefits are tangible: it can lift some foreign-shareholding limits (even 100% foreign), grant corporate income-tax breaks, and ease hiring and land holding. The trade-off is passing BOI approval, meeting conditions and staying compliant. If your business is ordinary trading or local services outside a targeted industry, a plain limited company plus (if needed) a Foreign Business Licence is usually more realistic. Get an eligibility assessment first, subject to current BOI rules.
Need help?
Taihubang helps choose and register a Thai entity: assessing whether a Private Limited Company, Representative Office, Branch or BOI route fits your goals, structuring compliant foreign shareholding, business scope, capital and ongoing bookkeeping/tax duties, and connecting you with accountants and lawyers. We don't arrange illegal nominees; everything follows current DBD, BOI and agency rules, verified with licensed accountants/lawyers. See our company registration service or submit an enquiry; an adviser replies within 24 hours.
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