Setting up a branch or representative office of a foreign company in Thailand — parent-company documents, manager appointment and the certification chain

A representative office cannot earn revenue from sales in Thailand. It may only carry out the non-income activities the law allows, such as sourcing goods, quality control, providing product information or reporting on business developments to head office. Its expenses must be funded by remittances from head office.

A branch of a foreign company may earn revenue, but the head office is directly liable for the branch’s debts and must bring capital into Thailand as required.

Both a representative office and a branch need head-office documents: a certificate of incorporation, financial statements and a power of attorney. These must be issued by the registry in the home country, certified through the route Thailand accepts, and translated into Thai. Preparing this set usually takes the longest of the whole process, so start it before anything else.

Check that the head-office name, registration number and director names are spelled identically across every document. Even a small mismatch can cause a Thai authority to request a completely new set.

A representative office earns no revenue from sales or services in Thailand. It may carry out only the activities the law allows, such as sourcing goods or services in Thailand for the head office, checking the quality of goods the head office buys, advising distributors about products, and publicising new products or services. Its costs are funded by remittances from head office.

A branch of a foreign company is part of the foreign legal entity. It may earn revenue in Thailand within its licence, but liability rests directly with the parent, and it pays income tax on profit arising in Thailand. Both forms generally require a List Three licence under the Foreign Business Act.

The parent company’s certificate of incorporation, memorandum or articles, the board resolution appointing the branch manager or representative, and the power of attorney must be recent enough for the agency, notarised in the home country and certified through the required chain. Until 28 February 2027 that is Thai embassy or consulate legalisation; after that date, Convention states can use an Apostille.

Company name, director names and addresses must be spelled identically across every document, including the Thai translations. If an original uses an abbreviated or former company name, attach evidence of the change. Checking this consistency before sending documents for certification avoids cross-border rework.

First ask whether there will be sales or invoices to customers in Thailand. If so, a representative office is the wrong form, because it cannot earn Thai revenue. Using one while earning income risks tax assessment and breach of licence conditions.

If you want liability ring-fenced in Thailand, a Thai limited company is usually more suitable than a branch, because a branch is part of the parent and its debts are the parent’s debts. A limited company with more than half foreign shareholding must still consider the Foreign Business Act.

Tax and profit repatriation also matter. A branch pays tax on Thai profit, and remitting profit abroad carries related tax under the Revenue Code, while a limited company pays dividends subject to withholding tax and possibly double tax treaty relief. Have an accountant or tax adviser compare the options on your facts before deciding.

Both branches and representative offices must obtain a tax ID from the Revenue Department, keep accounts under the accounting law and file financial statements or tax returns as required. A representative office must still file returns and statements as the agencies require, even without revenue.

If staff are hired, the office must register as an employer with the Social Security Office, withhold and remit income tax, and obtain work permits for foreign staff. A foreign branch manager or representative falls under the same rules.

Funds remitted by head office should be supported by bank evidence, which shows capital brought in under the licence conditions and supports later tax reviews.

We start by understanding what the parent company wants to do in Thailand, to help weigh whether a branch, representative office or limited company fits better. We then list the documents the parent must prepare, with sample wording for the board resolution and power of attorney, check names and addresses before certification, translate documents into Thai and file the licence application.

After the licence is issued, we help plan the post-opening tasks such as tax ID, employer registration and work permits. The decision on the application rests with the Department of Business Development and other relevant agencies.

The parent company should decide first whether the Thai office will earn income, who will manage it and whether they live in Thailand, how much capital will be remitted and when, how many staff will be hired and where the office will be. These answers decide the right structure, the documents needed and the tax duties that follow.

Have the parent’s records ready too, such as its certificate of incorporation, articles, latest financial statements and list of authorised signatories, so names and addresses can be checked before documents are certified in the home country.