A Foreign company will usually set up a Representative Office in Thailand so that it can be responsible for certain non-expenditure activities of the Foreign company. A Representative Office is often easier to establish than a branch office. This Thai office cannot generate income for the Foreign company in Thailand.
If a Representative Office engages in any of the approved activities without providing any service and abstains from any forbidden activities, it will not be liable for Thai taxation. Such a Representative Office will receive a subsidy from its head office to cover all expenses in Thailand. Revenues or gross receipts accepted by a Representative Office received from its head office are not classified as revenue by the Revenue Department and are excluded from the calculation of juristic person income tax.
Although a Representative Office in Thailand will not be subject to Thai taxation, Representative Offices still need to get a Corporate Tax Identification number as well as submit income tax returns along with audited financial statements to the Revenue Department and the Department of Business Development.
The Foreign Business Operation Committee have clarified the following activities a representative office is allowed to engage in, depending on the business characteristics of the office:
The requirements to open and register a Representative Office in Thailand:
Representative Offices manage service businesses in Thailand on behalf of a head office, a group company, or an affiliated company in different countries. Essentially, the Representative Office renders the service to its head office or an affiliated company and does not receive payment for the business activities.
Strictly non-revenue-generating activities are allowed to be performed by the Representative Office. Moreover, a Representative Office cannot accept an order or make offers for selling. It also cannot negotiate business with a juristic person established in Thailand.
As Representative Offices cannot generate income in Thailand, the head office must bear any expenditures incurred by the office. Therefore, the Representative Office isn't subject to corporate income tax with the exception of remitted funds from the head office, in accordance with the Revenue Code.
The director of the foreign entity will be required to sign a Letter of Appointment for the Representative Office. Thereafter, the Representative Office manager will need to sign the accuracy of all the documents before they submit the application. These documents include a declaration that the directors, applicant, managers, or the appointed representative satisfy all the qualifications and don't have a forbidden characteristic according to Section 16 of the Foreign Business Act. The documents must be certified and notarised by a local Thai embassy.
Once the submitted application is approved, it will be granted a Foreign Business license to commence operations in Thailand. Then, the local manager designated by the head office will possess the authority to operate as a service business of the foreign head office.
Representative Offices generally require a minimum capital influx of either 25% of the estimated expenses of the first three years or 3 million baht, depending on which amount is greater. This amount is transferred to the manager of the Thai office according to a predetermined schedule. 25% of the first required registered capital must be paid within the first three months of business operations. The next 25% must be paid in the first year of operations, and the last 25% must be finalised in the second year of business operations. The remaining amount must be paid in the third year.
There are several more activities which are not listed and which may imply that the Representative Office maybe liable for certain income and corporate taxes, in which the head office is responsible for, but the Representative Office may incur such taxes. For this and other reasons, and in order to be clear on requirements and prerequisite for the setup of a Representative Office, it is imperative to contact the professionals from Juslaws & Consult for a FREE first consultation
