Corporate and investment advice and assistance

Doing business in Thailand as a foreign entrepreneur regularly requires the set-up of a Thai limited company (“Co., Ltd.”). Due to regulatory requirements, foreign investors typically need to involve Thai partner(s) or to apply for a Foreign Business License or even for an investment promotion by the Thailand Board of Investment (BOI). Special rules and procedures apply for property investments through the formation of a local limited company.

Foreign Direct Investments (FDI) require a sophisticated structure, taking into consideration Thai corporate laws, foreigner legislation and tax planning aspects. The law firm advises to assure a low risk profile and provides tested structures, that are not only in compliance with current Thai industry practice, but do not have to fear a stricter enforcement of existing laws and a defamation as a “nominee structure.”

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Company formation services

The law firm assists in setting-up corporate structures in these three categories:

  1. The straight forward Co., Ltd. as defined in the Civil & Commercial Code, with no bylaws and no protection mechanism for the foreign shareholder. This requires the clear understanding by the foreign investor (i) of the illegality risks under the Foreign Business Act, (ii) the commercial risk, that the foreign investment is sooner or later taken over by the Thai partner and (iii) the overall rather aggressive risk profile (“consumer grade”).
  2. The Co., Ltd. with a dedicated protection structure against the Thai majority shareholder. This includes detailed, tailor-made bylaws, a preference share structure and other protection mechanisms to ensure (i) full compliance with the foreigner legislation of Thailand, (ii) the maintenance of foreign control and profit rights and (iii) entrepreneurial leadership by the foreign minority shareholder (“investment grade”).

  3. A “Two Tier Structure”, which requires an additional Thai holding company and results in specific advantages which makes it preferable in case of companies with high asset values, high protection requirements or if the investor needs the best he can get (“high end solution”).

The law firm advises on special business license requirements, reviews existing factory, hotel, restaurant, FDA, pharmaceutical and other licenses and applies for new licenses and permissions on behalf of the client to legalize new or existing businesses.

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Company acquisition and restructuring services

The law firm advises on a tax-efficient acquisition structure of existing Thai business entities, carries out a comprehensive corporate due diligence investigation, assists in the design and negotiation of acquisition contracts and supporting documents and monitors the signing, payment procedure and registration of the M&A transaction.

The law firm is regularly involved in the repair and upgrade of existing corporate structures. This includes

  • advising on a recommendable modification of existing company documents,
  • implementation of new corporate agreements and supporting documents as well as
  • the compilation of management guidelines, corporate policies and headquarters’ requirements,

All corporate solutions are combined with Thai and cross-border tax planning including the potential involvement of offshore companies. Sophisticated solutions in a complex legal environment. Serious legal and tax advice in the land of smile.

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