Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Southern Thailand — Phuket
Corporate & Commercial in Phuket
Incorporation, contracts, foreign business, BOI and compliance
Why Phuket matters are different
Phuket has one of the highest shares of foreign-party transactions in Thailand: condominium purchases, long leases, hotel and restaurant investment, cross-national marriage and long-stay residence. Matters here usually run on two tracks at once — Thai law, and the requirements of the counterparty’s home country. Sequencing documents so they work in both jurisdictions from the start matters more than finishing quickly.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- Foreign ownership in a condominium building is capped by the Condominium Act, so checking the building’s foreign quota before paying a deposit is unavoidable.
- Long leases are common here; whether the lease is registered at the Land Office changes its binding effect significantly.
- Accommodation businesses carry specific licensing requirements; using a building outside its permitted class is a frequent source of disputes and administrative orders.
- Family cases here often involve parties of different nationalities, requiring documents that work in Thailand and abroad simultaneously.
Courts and authorities in Phuket
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Phuket Provincial Court and Phuket Municipal Court | Civil and criminal cases within Phuket province |
| Phuket Juvenile and Family Court | Divorce, custody and cross-national family matters |
| Labour Court Region 8 | Dismissal and severance cases across the Andaman provinces |
| Phuket Provincial Land Office and branch offices | Registration of land, condominium and lease transactions |
| Phuket Immigration Office | Extensions of stay, 90-day reporting and residence notification |
| Phuket Legal Execution Office | Seizure, garnishment and auction of local assets |
| Phuket Provincial Commercial Office | Local company and business registration services |
| District offices in Phuket (civil registration) | Marriage and divorce registration and civil status records |
What we handle in Phuket
- Limited company, partnership and representative office registration
- Drafting and reviewing commercial, employment, NDA and distribution agreements
- Articles of association, shareholders agreements and meeting formalities
- Foreign Business Act advice and FBL applications
- BOI promotion applications and post-approval compliance
- M&A, share transfers and legal due diligence
The local process, step by step
- 1Understand the business structure and shareholder objectives
- 2Map legal constraints, especially foreign shareholding limits
- 3Prepare registration documents or draft the agreed contracts
- 4File with the Department of Business Development or relevant authority
- 5Hand over documents with a briefing on ongoing legal duties
Documents to prepare
- ID cards or passports of all shareholders and directors
- Three preferred company names in order of priority
- Registered address with proof of right to use the premises
- Business objectives and registered capital structure
- Legalised parent-company documents where a foreign entity is a shareholder
Points to watch
- Nominee shareholding to circumvent the Foreign Business Act is a criminal offence; we do not assist with it.
- Foreign corporate documents must be legalised before use in Thailand.
- Companies must file financial statements and hold an AGM; failure carries fines.
Typical timeframe
Incorporation with complete documents usually takes a few business days; special licences and BOI approvals take considerably longer.
Timeframes are indicative and depend on the court calendar and the authority handling the matter in Phuket.
Areas of Phuket we regularly serve
เมืองภูเก็ตป่าตองกะทู้ถลางเชิงทะเลราไวย์กะรนกมลาบางเทาฉลอง
Laws that govern this matter — Phuket
Summarised for general understanding only. The application of each provision depends on the facts of your case.
Foreign Business Act B.E. 2542 (1999)
Restricts certain businesses for foreigners and sets out the licensing route.
Investment Promotion Act B.E. 2520 (1977), as amended
The basis for BOI tax and non-tax incentives.
Revenue Code
Sets corporate tax duties, withholding tax and VAT obligations.
Example situations and how they are handled — Phuket
These are constructed examples used to explain procedure. They are not client matters, and no outcome is implied or guaranteed.
Illustrative scenario: foreign shareholder wants majority control
Situation: A foreign investor wants more than 49% of a service business.
Usual approach: Check whether the activity falls in the FBA schedules, then compare a foreign business licence, BOI promotion, or restructuring the activity outside the restriction. (Hypothetical.)
Illustrative scenario: a resigned director still appears on the register
Situation: A director resigned but the company never filed the change.
Usual approach: Keep dated proof of the resignation and push the registration through — stale register data can be used to assert liability later.
Advice for your specific situation — Phuket
Thai company founders
- Put a shareholders’ agreement in place early, covering exits and reserved matters.
- Define signing authority clearly in the affidavit — counterparties and banks rely on it.
Foreign investors
- Nominee shareholding structures carry serious legal risk; choose a defensible structure.
- Plan visa and work-permit conditions together with the corporate structure — they are linked.
Every matter — what to do in the first 7 days
- Gather every original document in one place, keep scanned copies, and note the date you received each one.
- Write a dated timeline — the date you received a notice or learned of the event usually starts the limitation or appeal clock.
- Do not sign a settlement, debt acknowledgement or withdrawal before a lawyer reviews it — it may extinguish existing rights.
- Preserve digital evidence unaltered (full screenshots, original files, emails with headers) — edited files are easy to challenge.
Questions people in Phuket ask
Can a foreigner really buy a condominium in Phuket?
Yes, within the foreign-ownership proportion each building is allowed under the Condominium Act, and with bank evidence of funds remitted from abroad. Before paying a deposit, verify the building’s remaining foreign quota, any registered encumbrances and outstanding common-area fees on the unit.
Do long leases of land or villas in Phuket need registration?
A lease exceeding three years must be registered with the competent official, otherwise it is enforceable for only three years. A renewal clause does not automatically extend the term, so renewal and assignment wording should be checked before signing.
Marrying a foreign national in Phuket — what is needed?
The foreign party needs an affirmation of marital status from their embassy, translated into Thai and certified through the required steps, before registering at the district office. The order cannot be swapped — the registrar accepts only fully certified documents.
What percentage can a foreigner hold?
Activities listed under the Foreign Business Act generally require majority Thai ownership unless a licence, treaty right or BOI promotion applies.
Is a Thai director required?
Not universally required by law, but some licences and banking practices call for one.
Must contracts be in Thai?
English contracts are binding, but a certified Thai translation is needed for Thai courts or authorities.
Same service in other provinces
Corporate & Commercial — BangkokCorporate & Commercial — Chiang MaiCorporate & Commercial — ChonburiCorporate & Commercial — Khon KaenCorporate & Commercial — Udon ThaniCorporate & Commercial — Nakhon RatchasimaCorporate & Commercial — SongkhlaCorporate & Commercial — Surat ThaniCorporate & Commercial — Chiang RaiCorporate & Commercial — RayongCorporate & Commercial — NonthaburiCorporate & Commercial — nationwide
Other legal services in Phuket
Litigation & Court Representation — PhuketCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — PhuketVisas, work permits, residency and lawful statusIntellectual Property — PhuketTrademarks, copyright, patents and enforcementLand & Real Estate — PhuketTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — PhuketMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — PhuketResolving disputes outside court and making awards effectiveNotarial Services & International Documents — PhuketSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — PhuketStructuring foreign investment in Thailand correctly from day one.
Discuss your Phuket matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.