Build a Thai company with the right partner.

Why companies choose a joint venture

In Thailand a joint venture is often the most practical way into restricted sectors, where foreign ownership is capped at 49% and no BOI promotion or Treaty route applies. It can also give you immediate access to a partner’s customers, licences, premises or distribution network.

The partner must be a genuine investor with real capital and a real role. Joint ventures built on a Thai shareholder who has nothing at stake are nominee arrangements, which are illegal and expose both sides to criminal penalties.

Protecting the foreign partner

A minority stake does not have to mean minority control over the decisions that matter most to you. Thai company law allows several tools, used within the law:

• Reserved matters that need the foreign shareholder’s consent, written into the articles of association
• Board composition and quorum rules agreed in advance
• Different classes of shares, including preference shares with different voting or dividend rights
• Pre-emption rights, transfer restrictions, and put and call options for exit
• Dispute resolution, including international arbitration

How we run a joint venture formation

1. Background checks on the prospective partner: company records, directors, shareholders and litigation
2. Term sheet covering contributions, ownership, governance, dividends and exit
3. Shareholders’ agreement and articles of association, prepared with your lawyers
4. Company registration with the Department of Business Development
5. Tax, VAT, bank account and, if needed, licences and work permits
6. Ongoing company secretarial, accounting and annual compliance

Consider the alternatives first

If your activity qualifies for BOI promotion, a Foreign Business Licence or the US Treaty of Amity, you may not need a Thai partner at all. We check these routes before recommending a joint venture.