Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Southern Thailand — Surat Thani
Corporate & Commercial in Surat Thani
Incorporation, contracts, foreign business, BOI and compliance
Why Surat Thani matters are different
Surat Thani contains two distinct settings: a mainland centre for agriculture and commerce, and the islands of Samui, Phangan and Tao where tourism and foreign investment drive the economy. Legal work differs accordingly, from crop-sale and agricultural land contracts to hotel leases, condominium transactions and documentation for foreign residents on the islands.
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
- The islands have their own provincial court, so cases arising there need not be filed on the mainland — a significant saving in travel time.
- Some island plots fall under slope limits or specific zoning rules that affect building permits more than buyers expect.
- Many island accommodation businesses operate under long leases, so whether the lease is registered materially affects the value of the business.
- Travel between the islands and the mainland means hearing dates and document delivery need more lead time than elsewhere.
Courts and authorities in Surat Thani
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Surat Thani Provincial Court, Koh Samui Provincial Court and Surat Thani Municipal Court | Civil and criminal cases by jurisdiction, with the islands served by their own provincial court |
| Surat Thani Juvenile and Family Court | Family and juvenile matters |
| Labour Court Region 8 | Labour cases in the upper southern region |
| Surat Thani Provincial Land Office and branch offices, including the Koh Samui branch | Land, condominium and lease registration on the mainland and islands |
| Surat Thani Immigration Office and Koh Samui immigration checkpoint | Extensions of stay and residence notification for foreign nationals |
| Surat Thani Legal Execution Office | Enforcement of judgments in the province |
| Surat Thani Provincial Commercial Office | Local company registration services |
What we handle in Surat Thani
- 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 Surat Thani.
Areas of Surat Thani we regularly serve
เมืองสุราษฎร์ธานีเกาะสมุยเกาะพะงันเกาะเต่าพุนพินกาญจนดิษฐ์ไชยาบ้านนาสารท่าฉางดอนสัก
Laws that govern this matter — Surat Thani
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 — Surat Thani
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 — Surat Thani
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 Surat Thani ask
A dispute arose on Koh Samui — must it be filed in Surat Thani city?
Not necessarily — Koh Samui Provincial Court has its own jurisdiction. Venue follows the defendant’s domicile and where the cause of action arose; if both are on the island, the case can be filed there directly.
Buying an island hotel business held under a lease — what must be checked?
Check whether the lease is registered, the remaining term, whether the leasehold can be assigned to the buyer, renewal conditions, and the accommodation licence, which attaches to both the building and the operator. If the leasehold cannot be assigned, the agreed price may not reflect what the buyer actually receives.
Can a foreigner on Koh Phangan execute documents for use in their home country?
Yes, but the document must be designed to the receiving authority’s requirements from the outset — language, form of signature certification and the order of certification — because corrections usually mean restarting the whole process, which costs more time on an island.
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 — PhuketCorporate & Commercial — ChonburiCorporate & Commercial — Khon KaenCorporate & Commercial — Udon ThaniCorporate & Commercial — Nakhon RatchasimaCorporate & Commercial — SongkhlaCorporate & Commercial — Chiang RaiCorporate & Commercial — RayongCorporate & Commercial — NonthaburiCorporate & Commercial — nationwide
Other legal services in Surat Thani
Litigation & Court Representation — Surat ThaniCivil, criminal, labour, family, succession and land disputesImmigration & Foreign Nationals — Surat ThaniVisas, work permits, residency and lawful statusIntellectual Property — Surat ThaniTrademarks, copyright, patents and enforcementLand & Real Estate — Surat ThaniTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — Surat ThaniMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — Surat ThaniResolving disputes outside court and making awards effectiveNotarial Services & International Documents — Surat ThaniSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business Licensing — Surat ThaniStructuring foreign investment in Thailand correctly from day one.
Discuss your Surat Thani matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.