Thai Co., Ltd., branch, or representative office: which one does what?
A Thai company limited is a separate legal person and the default way to do business; a branch is the foreign head office itself operating in Thailand, with the parent liable for everything the branch does and a foreign business licence usually needed; a representative office may not earn revenue at all and exists to source, inspect, support and report. They are not interchangeable, and moving from one to another later is a new establishment, not an amendment.
Last reviewed 28 September 2026
| Thai Co., Ltd. | Branch | Representative office | |
|---|---|---|---|
| What it is | A separate Thai legal person, owned by its shareholders. | The foreign company itself, registered to operate in Thailand. | The foreign company present but barred from trading. |
| Liability | Limited to the company; shareholders risk their capital. | The head office is liable for the branch without limit. | Little arises, because it may not trade. |
| Foreign Business Act | Applies only if foreigners hold half or more of the shares. The 51/49 detail. | The branch is a foreigner by definition, so a restricted activity needs a foreign business licence before it starts. | No licence since June 2017; the five permitted activities are exempt by ministerial regulation. |
| Minimum capital | No general minimum. The floors come from visas and the FBA. | 2 million baht brought into Thailand, 3 million where the activity needs a licence. | 2 million baht brought into Thailand. |
| Revenue | Unrestricted, within its objectives. | Yes, from the licensed activity. | None. Funded entirely by the head office. |
| Tax | Corporate income tax on worldwide profits at 20%, with SME rate bands. | Corporate income tax on Thai-sourced profits, plus 10% on profits remitted to the head office. | Exempt in practice, apart from interest on surplus funds; still files returns and audited statements. |
| Work permit ratio | The standard extension criteria: four Thai employees per foreigner, 2 million capital. | Relaxed to 1:1, with the capital criteria waived, under the immigration order. | Relaxed to 1:1, same clause. |
What a representative office may actually do
- Source goods and services in Thailand for the head office.
- Check the quality and quantity of goods the head office buys or has made in Thailand.
- Advise Thai customers and distributors on the head office’s products.
- Spread information about the head office’s new products and services.
- Report business movements in Thailand back to the head office.
How to choose in practice
If Thailand is where the customers are, you want a company, and the real question is the shareholding and licence route. If Thailand is where your suppliers or your quality control are, a representative office is cheap, clean and 1:1 for work permits. A branch mostly makes sense where a contract or a regulator requires the foreign entity itself to perform, because it buys unlimited parent liability and a licence process to get there.
What firms charge to set up each structure is on the cost page, and three firms will quote on the choice itself, which is usually worth more than the setup fee.
Related questions
- The 51/49 rule: what does it actually restrict, and what does it not?
- How much registered capital does a Thai company actually need?
- The four Thai employees rule: when does it actually apply?
Sources
- Chambers and Partners: overview of the representative office in Thailand
- Foreign Business Act B.E. 2542, section 14 minimum capital (BOI, English translation)
- Revenue Department: corporate income tax rates, including tax on profits disposed out of Thailand (English)
- Immigration Bureau Order 12/2568 of 23 January 2025, criteria and documents annex (Thai)
- Lorenz & Partners: who requires a foreign business operating licence
This is general information about how a filing works, not accounting or tax advice for your company. Confirm anything that matters against the official notice or with your accountant. Spotted something out of date? Tell us and we will fix it.