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 law firm provides premium corporate investment structures which significantly deviate from Thailand’s low market standard.

PUGNATORIUS Ltd. advises and assists regarding investment promotion opportunities by Thailand’s Board of Investment. It is well familiar and possesses deep experiences with companies under the U.S. Thai Treaty of Amity, the representative office, the international business center (IBC). PUGNATORIUS Ltd. applies for the required business licenses with Thai authorities and government agencies. The law firm is permanently involved in restructurings, company secretary tasks, capital increases, company acquisitions and other extraordinary assignments which require particular knowledge and experience.

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 on conferences regarding foreign investments in Thailand and has published various legal articles on corporate structures, foreigner legislation, and cross-border and domestic tax structuring.

To assign PUGNATORIUS Ltd. with the company formation is more than a one-time task. It starts a long-term business relationship which 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.

Seven professional services offered from Bangkok

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. The law firm’s professional assignments cover mainly these seven areas:

#1. Advice on corporate structuring: The law firm offers sophisticated advice on the structuring of foreign direct investments in the land of smile, the existing options and advantages. All corporate solutions are combined with Thai and cross-border tax planning including the potential involvement of offshore companies.

The advisory service includes the explanation of the steps and workflow, the estimated time input, the government fees, and the required documents and information. The legal fees for these paid services are fully deductible from the legal fees under #2. 

#2. 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 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, and other advanced corporate structures. Representative offices and International Business Centers are other fields of experience and specific know-how.

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.”

#3. Special business licensing: 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.

#4. Company acquisitions and disinvestments: 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.

#5. Corporate due diligence examination: The law firm provides comprehensive corporate due diligence examinations to give the client a comprehensive overview of the legal and factual aspects of a Thai company. 

#6. Corporate restructuring: 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.

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

#7. Legal opinions and professional statements: The law firm provides legal opinions regarding the legality and compliance of corporate structures under Thailand’s company laws and the foreigner legislation.

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.