Legal advice and assistance on corporate and investment laws

PUGNATORIUS Ltd. is the Bangkok-based specialist provider of transactional legal and tax advice on foreign investments in Thailand’s manufacturing and service industries as well as property transactions and developments. The corporate and investment laws and Thailand’s regulatory framework are the main focus of the investment law firm and fields of long-term experience and specific know-how.

FDI: The law firm offers sophisticated advice on the structuring of foreign direct investments in the land of smile. One focus of this legal activity is the creation of the most secure investment basis possible for the foreign entrepreneur through a solid and secure corporate and contractual structuring. The law firm is permanently involved in restructuring, company secretary tasks, capital increases, capital reductions, company liquidations, company acquisitions and other extraordinary assignments that require particular knowledge and experience.

Expert book on corporate laws: The law firm is the author and co-publisher of the expert book “Corporation Laws of the World: Thailand Chapter” which is published by a German publishing house in German language and available at each German bookstore. It is a renowned speaker at conferences regarding foreign investments in Thailand and has published various legal articles on corporate structures, foreigner legislation, and cross-border and domestic tax structuring.

Seven professional services offered from Bangkok

PUGNATORIUS Ltd. advises foreign investors on Thailand’s regulatory environment for the planned venture and business fields in the land of smile. This includes the legal requirements, industry standards as well as best-in-class structures for corporate entities in Thailand or abroad. The law firm’s professional assignments cover mainly these seven areas:

#1. Company formation services: The law firm offers a one-stop-service for the incorporation of a Co., Ltd. for a flat fee. This service includes tax registration and business visa, but no work permits. The company set-up is accomplished in a safe, legally compliant style, without unlawful shortcuts and invalid elements. This gives the client additional comfort in case the formation process or the operating of the company has unforeseen elements. The Thai incorporation documents are accompanied by an English translation. The whole process can be accomplished in two weeks.

With respect to company formations, the law firm’s includes detailed, tailor-made bylaws, a preference share structure and other robust protection mechanisms to ensure (i) valid corporate structures without illegal shortcuts, (ii) full compliance with the foreigner legislation of Thailand, (iii) the maintenance of foreign control and profit rights, (iv) entrepreneurial leadership by the foreign minority shareholder, and (v) protection in the case that the other participants stop to act cooperative and lawful.

The law firm’s transaction support services offer the business matchmaking with a Thai partner as a majority shareholder and with a Thai interim director if requested. For an interim period, the company can be registered at the law firm’s address. 

The law firm is familiar with U.S. Thai Treaty companies, vessel companies, representative offices, International Business Centers and other advanced corporate structures.

#2. Representative Office: PUGNATORIUS Ltd. has a broad scope of experiences to set-up a representative office, to advise on tax issues and, as the case may be, to close down this type of dependent foreign legal entity in Thailand. The law firm advises in the structuring of representative office operations in Thailand, supports in the registration of the representative office with the local authorities, and accomplishes the tax registration with the Revenue Department. The law firm advises on ongoing compliance requirements, assists regarding visa and work permits applications, offers banking introduction for local Thai bank accounts, recommends affiliated accounting service providers and auditors. Also, it provides regular repoffice secretary services.

#3. Investment promotion opportunities: PUGNATORIUS Ltd. advises and assists regarding investment promotion opportunities by Thailand’s Board of Investment. The law firm’s scope of services on investment promotion by Thailand’s Board of Investment is described at “Legal services on BOI investment promotions.”

#4. Special business licensing: The law firm researches license requirements for the particular business, approval requirements, the steps and work-flow, costs and government fees for business licenses and permissions, required documentation, as well as the expected time-line. The firm’s lawyers have a solid working contact with various government agencies to apply and discuss special business licenses. This includes the renewal of existing licenses as well as the legalization of existing out-lawed businesses without the required license. Specific areas of expertise are the hospitality sector and the financial service sector.

#5. Acquisition, disinvestment, restructuring: The law firm advises and assists international clients on the acquisition and disinvestment of Thai corporations. The law firm arranges international company acquisitions and has as its proposal a high-end virtual data room to assure a smooth, secure and professional 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

#6. Corporate tax structuring: All corporate solutions are combined with Thai and cross-border tax planning including the potential involvement of offshore companies. Details are explained at “Thai, international and offshore tax advice and cross-border tax planning support“.

The law firm advises on a tax-efficient acquisition structure of existing Thai business entities, assists in the design and negotiation of acquisition contracts and supporting documents and monitors the signing, payment procedure and proper registration of the transaction.

#7. Company secretarial services: PUGNATORIUS Ltd. acts as company secretarial and corporate counsel during the whole lifetime of the corporate entity in Thailand. These services can be combined with accounting and audit services, as well as several transaction support services.

Free industry updates and professional considerations on corporate structuring, investment protection, and other segments are available on the firm’s webpage. These posts can provide only a low-resolution snapshot and are neither deemed to be legal advice nor do they result in an attorney-client relationship.

To assign PUGNATORIUS Ltd. is more than a one-time task. It starts a long-term business relationship that is paying off when quick access to an experienced international counselor is required. The law firm’s clients see this merely as an investment in a strategic asset than a cost factor. Laws, regulations and government policies change from time to time and reliable professional advice is needed most when things go South.

Each case is different. Telephone inquiries and ad-hoc email requests on Thailand’s legal and regulatory framework without details and documentation are not accepted by the law firm. Individual support and professional advice are available under a paid consultancy agreement only.