A Representative Office may only be established for the following business purposes:
Sourcing suppliers of goods or services in Thailand for the head office; Checking and controlling the quality of goods purchased or manufactured in Thailand for the head office; Giving advice concerning the goods of the head office sold to agents or customers; Promoting the goods or services of the head office; and Reporting to the head office on business conditions generally in Thailand.
The Representative Office cannot render these services to any person other than its head office nor earn any income from any transaction e.g. sale of goods or provision of services. The representative office can only receive funds for payment of its expenses from its head office.
Procedure and Documentation Required
To apply for a business license to operate a Representative Office, you are required to complete a form of application and submit it along with supporting documentation to the Ministry of Commerce. Following are a list of the documents and information required to register such legal entities in Thailand.
Documents of the head office:
1. Memorandum of Association (by-laws); 2. Articles of Association (regulations of the company); 3. Power of Attorney appointing a person to establish the office - the person so appointed must be the representative office manage 4. Affidavit stating details of company; and 5. A letter to certify employment of all employees of the Representative Office.
Note: All the above documents must be notarized by a notary public or Consularized by the Thai Embassy.
Documents of the Representative Office:
1. Name and copy of passport of the Representative Office manager; 2. Address of the Representative Office and sketch map showing the location of the office; 3. Lease or other document showing the ownership or right to use the Office; and 4. Copy of the non-immigrant "B" visa (Visa type "Business") issued by a Thai Embassy outside Thailand of the manager if that person is an expatiate. If the manager is Thai, his/her identification card is also required.
Other information and documents required:
1. Company profile and financial statement of the Head Office; 2. Purchase Orders from the Head Office to suppliers in Thailand (if any); 3. Number of Thai and foreign employees including an explanation of their duties; 4. Organization chart of a Representative Office; 5. Description on the reasons for setting up a Representative Office; 6. Expected period of existence of a Representative Office; 7. Business plan for a Representative Office and a description of its functions; 8. Estimated expenses for 3 years; 9.Size, working capital and source of funds of a Representative Office; 10. Requirement for machinery, type, number of machines and raw material required for the operation of a Representative Office (if any); 11. Description of how a Representative Office will transfer technology to Thai staff (if any); 12. Research and development required (if any); 13. Products and reputation of a Representative Office; and 14. Contracts or subcontracts for projects in Thailand.
In our experience the application process could be from 6 to 12 months.
Once the business license is issued you will be required to register with the Revenue Department by applying for and obtaining a Tax ID card. In the case of the Representative Office, it is still required to file tax returns even though it will not be subject to taxation, as it is not allowed to earn any income. The Representative Office will also be required to register for social security deductions for its employees and for contributions to the workmen's compensation fund.
We will be responsible for preparing the application and submitting it. You will need to provide us with all documentation as requested. Please note that all documents must be certified by a competent officer of the head office and notarized by a notary public or legalized at a Royal Thai Embassy or Consulate.
Scope of services
Our scope of the services for obtaining a business license for a Representative Office includes:
1) Preparation of the application for a business license, collation of the supporting documents and submission of the same to the MOC; 2) Meeting with the officers of the MOC in order to follow up the application, submission of any additional documents or information that may be required and accompanying the client to the project interview at the MOC (if required); 3) Collecting the business license and affidavit from the MOC; 4) Preparation of an application and collation of the required documents to apply for a Tax ID card from the Revenue Department; 5) Providing English translations of the Alien Business License, Affidavit of the Ministry of Commerce and tax ID card. 6) Prepare the application forms and supporting documents to register for Social security and workmen's compensation funds; 7) File the application and supporting documents with the Social Security Office; and 8) Follow up and discuss with the officer concerned and obtain a social security number for a Representative Office. 9) Submit the credit advise of transferred minimum capital requirement to the Ministry of Commerce. 10) Preparing for document for 90 days Non-Immigrant visa application for foreign representative 11) Prepare documents to open the bank account. 12 ) Apply for the TAX ID number