Thailand’s Trade and Investment Support Office
The quick and easy way for investment promotion under Thailand’s BOI
Trade & Investment Support Office describes one of the various categories for investment promotion by Thailand’s Board of Investment. Intended to allow large investors to bring specialized services to Thailand, the TISO is listed in Category 7.7 as an eligible activity under Section 7, “Service and Public Utilities”. BOI promotion as a TISO can be achieved without great efforts regarding time and costs, which result in a pretty cheap solution to obtain 100% foreign shareholding in a business in the land of smile.
The TISO permits a variety of services, including monitoring/servicing affiliates, consultancy services, engineering and technical services, and activities related to machinery, engines, tools and equipment such as training installation, maintenance and repairs, calibration, and software design and development. Therefore, it has been named “infamous catch-all promotional category” in the past and it is important to understand, that it is easier to achieve than to maintain this benefit. Especially the key requirements of minimum yearly sales and administrative expenses pose high requirements at least for the first years of business operations.
Typically, the TISO application has the main purpose to allow 100% foreign shareholding. The acquisition of real estate and special guarantees and investment protections under the BOI scheme are of minor relevance. The rules for obtaining a business visa and work permit are different and in most cases easier. Trade and investment support office projects are not eligible for merit-based privileges.
Seven steps to getting the project promoted as Trade and Investment Support Office
#1. Corporate structure: The TISO company is typically a Co., Ltd., duly set-up under the laws of Thailand. The minimum requirement of three shareholders can be fulfilled with one 99% shareholder and two more with a tiny share amount.
In practice, the registered capital will depend on the number of work permit required. Without Thai shareholding, a preference share structure is not required.
#2. Business structure: Annual selling must reach at least THB 10 million. Administrative expenses need to have the same yearly amount. Size matters. While the Foreign Business Act allows certain foreign business activities commencing a THB 100 million capital amount, the TISO refers to these THB 10 million categories to separate the welcome big investments from the unloved tiny businesses.
A business plan has to be prepared that can be approved by the BOI. This includes corporate profile, scope of business and/or services, service process, source of funds, manpower requirements, marketing information, catalogs, etc.
Since the TISO promotion does not include tax holidays or other tax benefits, a sophisticated tax structuring is essential to meet the THB 10 million hurdles each and every business year. Above other requirements, a debt/equity ratio of 3:1 has to be observed.
#3. Business areas: The scope of TISO-promoted activities is limited to seven sectors in the service and trade industries. The BOI will approve such scope of business activities from the following official list:
- Monitoring and/or servicing associated enterprises, including providing or renting out offices or factory buildings to associated enterprises;
- Advisory services on business operations, except those engaged in buying and selling securities and foreign currency exchange. As for accounting, legal, advertising, architectural and civil engineering businesses, the business license must be obtained from the Department of Business Development or related governmental agencies prior to submitting the investment promotion application;
- Information services on goods sourcing;
- Engineering and technical services, except those related to architecture and civil engineering;
- Business activities related to machinery, engines, tools and equipment such as (i) importing for wholesaling; (ii) training services; (iii) installation, maintenance and repair; and (v) calibration.
- Wholesaling products manufactured in Thailand; and
- International business process outsourcing whose services are provided through telecommunication networks, such as administrative services, finance, and accounting services, human resource services, sales, and marketing services, customer services, data processing, etc.
#4. Human resources: The employees, executives, and directors have to be part of the BOI-approved business plan. Business visa and work permit follow the fast-track rules of the BOI.
#5. Process and time frame: While the typical time frame for a BOI promotion amounts 90 days, a TISO promotion can be accomplished within 40 days.
#6. Foreign Business Certificate: Based on the successful investment promotion by the BOI, the Department of Business Development (DBD) of the Ministry of Commerce (MOC) grants a Foreign Business Certificate (FBC). It certifies that a Foreign Business License (FBL) is not required to do business in Thailand.
#7. After the promotion: After the TISO promotion has been granted, the company has to be carefully operated to fulfill its various ongoing requirements. This includes yearly reporting.
Important aspects are whether the TISO can be upgraded under a different BOI promotion category to obtain tax benefits. As plan B, a possible exit scenario should be taken into consideration. If the requirements are no longer fulfilled, the promotion will be terminated and revoked, land has to be transferred within one year, etc.
Legal services on BOI investment promotions
PUGNATORIUS Ltd. is a Bangkok-headquartered specialist provider of bespoke transactional legal and tax advice in the corporate and property legal and taxation industry sectors. BOI-related professional services cover mainly these seven aspects:
- BOI promotion advice
- BOI application support
- Ongoing reporting and compliance requirements
- BOI promotion management
- Restructuring and exit advice
- BOI tax advice
- Legal opinions and professional reports
The scope of professional services is described at “Legal and tax services on BOI investment promotions“.