Corporate & Commercial

Overview

Whether our clients seek to secure a BOI certification, obtain a foreign business license, or conduct any other corporate services, we provide them with support at every step of the way.

  • Forming a Company in Thailand

    At Silk Legal, our team of lawyers and business consultants are guides who help their clients explore the options for officially starting a business in Thailand. Whether an individual investor or a multinational company, there are an array of options for obtaining a company registration certificate in the country, and where the available options do not perfectly fit one’s business plan, Silk Legal will be able to formulate a solution suitable to any type of company formation or business registration.

    The four types of Thai company are as follows, all of which require a Foreign Business License:

    • Most common types: sole proprietorships, partnerships and limited companies. These can be public and private.
    • Board of Investment (BOI). Offers special incentives, such as tax breaks, varying by industry.
    • U.S-Thai Treaty of Amity. For U.S.A. registered businesses and citizens only.
    • Representative office. For international trading companies that need a branch office.

    Silk Legal is able to do more than simply assist and guide its clients through the company formation process. Starting a business directly affects other legal issues such as tax implications and even visas for foreign staff. Our professionals have years of experience in the field of corporate law and our expertise is to take into account all the details and to create solutions which affect the overall scope of our clients’ business plans and expansion goals.

    For more information, please fill out the contact form (right and below) or click on one of the four business types below to learn more. Our Thailand business registration consultants will get back to you within 24 hours.

  • US-Thai Treaty of Amity Registration

    The US-Thai Treaty of Amity and Economic Relations allows majority US shareholder companies to register in Thailand. Silk Legal specializes in streamlining this process and getting your company registered under the treaty as efficiently as possible.

    1. Generally, a foreign owned company cannot operate several businesses in Thailand unless such company has been granted a Foreign Business License (FBL) by the Ministry of Commerce or investment promotion incentives from the BOI. However, as one of the shareholders is a US citizen, it is suggested that a limited company is to be incorporated whereby the US shareholder (either an individual or a company) will hold the majority of the shares in the Company. In doing so, the company, (“NewCo.”) will be considered a US-majority owned company and will be eligible to apply for protection under the US-Thai Treaty of Amity and Economics Relations 1966 (“Treaty of Amity”), which will allow NewCo. to operate the business in Thailand without having to apply for an FBL or the BOI investment promotion. Once NewCo. is established and operating, the shareholders can consider the BOI application.
    2. The minimum capital requirement for the NewCo. is THB 2 million as per the Foreign Business Act. This capital refers to the registered capital of NewCo., i.e. the share capital paid up by the shareholder(s). It should be noted that while THB 2 million is the minimum capital required under the FBA, NewCo. will require THB 2 million per work permit for foreign workers. Thus, if NewCo. plans to have 2 foreign expatriates, NewCo. must have a minimum capital of at least THB 4 million and fully paid up.

    Regarding the formation of NewCo., the procedure will involve registering the company incorporation with the Department of Business Development, Thailand Ministry of Commerce and is likely to take 1-2 weeks. The DBD will issue the following documents:

    • Company Affidavit
    • Certificate of Company Registration
    • Memorandum of Association + Company Business Objectives
    • Articles of Association
    • List of Shareholders

    There will be other registrations such as VAT, social security registration and work regulations,.

    For the Application of the Protection under the Treaty of Amity, the following steps shall be carried out after NewCo. has been incorporated:

    1. Copy of your passport will have to be notarized either by U.S. Notary Public or U.S. Embassy/Consulate in Thailand.
    2. Apply to the Commercial Service office at the U.S. Embassy for Certification. The accompanying documents shall consist of the application form, notarized passport copy, the incorporated company’s documents issued by Department of Business Development, Thailand Ministry of Commerce, and the processing fee.
    3. Upon receipt of the required documents, the Commercial Service shall then issue certificate stating that the applicant is an American owned and managed company and is therefore entitled to national treatment under the provisions of the Treaty of Amity.
    4. After certification by the Commercial Service, original copies of all the above-mentioned required documents, along with a completed application form must be given to the Thai Department of Business Development of the Ministry of Commerce in order to apply for the Foreign Business Certificate and to complete the process.

    Generally, the application for the Protection under the Treaty of Amity and the Foreign Business Certificate will be completed in around 30 days.

  • Commercial Transactions & Advisory

    Commercial transactions are critical to every successful business. That’s why Silk Legal has an expert commercial advisory team ready to handle the terms and conditions, details and negotiations for any agreement that your business needs to make. In today’s tricky legal climate, flawless commercial transactions are key. Let our team of experienced lawyers assist you with transactions that encourage your commercial growth and minimize the possibility of future disputes or litigation. And, if disputes do arise, place your trust in Silk Legal to protect your assets and reach the best resolution possible for your company and its interests.

    Silk Legal offers a skilled commercial advisory service, successfully managing all manner of transactions. Let us advise you on the risks of each transaction as well as the potential profits. We place the utmost importance on having every detail in every commercial transaction secure and correct. Our expertise lies across a range of commercial interests and we can help to both structure and implement transactions that maximize growth and consolidation.

    The lawyers of Silk Legal are experts at advising foreign clients interested in commercial transactionsin Thailand and Thai clients that need to secure transactions abroad. It is our mission to help every client that needs to conduct detailed commercial transactions to secure the growth and future of their business.

  • Regulatory & Compliance

    No successful business can run without adhering to compliance law. Silk Legal knows that and takes a proactive approach to making sure that your firm is and stays compliant with all applicable regulations.

    With the reach of our clients’ business every increasing, there is more chance than ever of facing regulatory issues. Thailand has numerous government departments, regulations and unwritten rules that differ from the norm. However, you can depend on your team at Silk Legal to have knowledge of, and experience with, regulatory affairs to ensure that your company abides by compliance law. We are aware of the risks involved if your company isn’t compliant, we will take every measure to make sure to comply.

    It is of the utmost importance that you are up to date on all the latest developments and that you are getting the highest-quality advice about compliance and regulatory affairs. Our regulatory practice features lawyers with years of experience guiding corporate entities through the all of the regulation they need to be perfectly complaint in a variety of industries.

    Thailand also has at times new businesses that are in an effective legal vacuum as there are no applicable laws or regulations to govern the business.  We have extensive experience in determining the grey areas and working with government departments and regulators in finding our clients a legal solution to run their business.

  • Corporate Services

    Silk Legal is your single stop for every corporate legal need, advisory or consultancy. We provide the advice on the type of entity that will suit your business requirements, and pride ourselves at offering convenient access to all services at competitive costs. We have substantial experience in the corporate planning and corporate structure where we provide corporate services to companies across all industries and all sizes, from multinational corporations to startups and SMEs. Rather than merely informing clients what the laws state, we aim to provide a tailored suite of services and solutions that suits your industry and unique business needs.

    Our corporate services range from corporate advice and planning, company formation, domestic and international business operations, corporate registrations, corporate secretary service, offshore registrations, regulatory compliance, risk management, mergers and acquisitions, company wind-ups and liquidations, and bankruptcy. We also provide legal advice in relation to tax, immigration, real estate and litigation.

    We also provide funding services. We have connections to venture capitalists and angel investors and are on the cutting edge of equity crowdfunding opportunities in Southeast Asia. Let us assist you with finding alternative funding sources or tap into sources you may not have previously known about. From private equity sources to traditional channels of funding, we can help with all types of corporate services.

    Our corporate services are custom and flexible because we appreciate that each client is unique. Our lawyers are invested in you, your company and your future. Our dealings with you will go far beyond what you expect or what is needed. We aim to be your trusted partner in all corporate dealings.

  • Corporate Due Diligence

    Corporate due diligence is the cornerstone of any business that requires disclosure of material information. Silk Legal offers the service of complete due diligence to its clients, be it in the form of multi aspect corporate review or internal investigation on the state of a company.

    Due diligence being the prerequisite for secured financing, joint ventures, mergers and acquisitions and investments, needs to be exercised with the highest standard of care. At Silk Legal, our seasoned team of lawyers set the highest benchmark in reviewing all aspects of a business, allowing a risk-free conduit for clients. Our legal team is highly experienced in conducting corporate due diligence on both macro and micro levels pertaining to contracts, syndicated deals, policies, joint-ventures, mergers and acquisitions, debt financing, equity management and all forms of direct and indirect finance.

    Typically for prospective collaborations, due diligence is carried out on financial, legal, labor, tax, environment and commercial position of target companies. Depending on the exact nature of the deal, the annual returns, growth strategies, market operations, court cases, existing third party contracts, local and international applicable laws, intellectual property, real and personal property, insurance and liability coverage, debt instrument review, employee benefits, etc. are usually the type of matters our team would analyze for clients.

    Our corporate due diligence is centered at protecting clients and insulating them from all forms of risks and liabilities both in business and legal fronts through in-depth analysis of the underlying documents, permits, legal status and other various information surrounding the prospective transaction.

    Essentially, our lawyers at Silk Legal combine knowledge, experiences and the sharpest legal acumen to ensure informed decision making on part of clients.

  • Foreign Business Licenses

    Starting a business in Thailand as a foreigner presents some challenging obstacles for the uninitiated. The Foreign Business Act restricts foreigners from obtaining a Foreign Business License (FBL) (for entities with 50% or more foreign-owned shareholding) for certain industries:

    Business List Prohibited Business Activities
    1. Prohibited for foreigners without permission. Broadcast media, animal husbandry, fishing, herb extraction, land trade, anything related to Buddhism.
    2. Permission may be granted by the Minister of the Ministry of Commerce with cabinet approval. Firearm and military production, transportation, antiques trade, wood carvings, silk production, Thai musical instrument production, gold and silverware production, pottery production, sugar production, salt farming, mining, furniture and utensil transformation.
    3. Permission may be granted by the Director-General of the Department of Business Development with Committee approval. Agriculture, fishing, forestry, accounting services, lime production, legal services, architecture, engineering, construction, stock or material brokerage, auctions, large-scale wholesale, advertising, hospitality, tourism, food and beverages.

    Your business must have a registered capital of no less than 25% of your average annual estimated expenditure (using a projection of 3 years to establish the average). For instance, if you expect to spend ฿100 million per year, you must demonstrate a ฿25 million registered capital.

    Realistically, foreign companies may only apply for permission to operate the businesses under Schedule 3, and each business applied will require a minimum capital investment of at least Baht 3 million. In order to be permitted to operate the business, foreign companies must apply for the FBL from the Bureau of Foreign Business Administration (BFBA), operating under the Department of Business Development, the Ministry of Commerce. Under the current practice, the FBL application process is at least 90 days, and requires a detailed presentation of information relating to the business to be applied, such as business plan, financial forecast and transfer of technology, to be presented to the relevant authorities.

    Silk Legal has expertise in the specialized service of procuring FBL for our clients. Our team would be happy to consult with your company on all your activity and advice on procuring the right licenses for the right business activities. After evaluating your business, Silk Legal can advise you about your options for doing business in Thailand, and if the FBL is needed, we are able to give detailed advice on how to approach and plan the FBL application efficiently and effectively.

  • Intellectual Property

    Trademarks, patents, copyrights, design rights, intellectual property audits–Silk Legal has all aspects of intellectual property law covered. Copyright infringement is particularly frustrating to deal with, especially if you have no prior experience in intellectual property rights disputes.

    Thailand’s Department of Intellectual Property regulates all aspects of the Kingdom’s IP legislation, as outlined by the Copyright Act, the Patent Act and the Trademark Act. To briefly summarise each act, the Copyright Act protects written works such as art, dance, music and software; the Patent Act protects physical products and inventions; the Trademark Act protects brands.

    It is a crime to plagiarise or steal registered intellectual property in Thailand. Silk Legal’s intellectual property lawyers have expertise in multiple aspects and industries regarding IP disputes.

  • Charities & Non-Profits

    Silk Legal’s non-profit law experts have expertise in registering non-profit organizations in Thailand, whether it be on behalf of an individual philanthropist or a global charity. When establishing a non-profit entity in Thailand, the guidance of legal counsel is indispensable. “Non-profit” organizations, as such, take the form of either a Foreign Private Organization or a Thai legal entity, such as a foundation or association. The bureaucratic procedure involved in registering any of the aforementioned types of juristic entities is quite involving and may take up to a year to complete.

    Although charities and NGOs are registered with the Ministry of Interior, the procedure requires consideration and review from different Thai governmental departments before permission is granted to register the entity. Such organizations, similar to for-profit companies, are governed by articles of association and by-laws which require review by a non-profit law expert in order to ensure that the organization operates properly.

    Silk Legal has advised international non-profits with their operations in Thailand, including with regards to operations before the formal registration of a local entity. Therefore, we are well-versed with the numerous legal issue issues that such organizations face, such as visa and work permit issues, employment contracts, tax liability, as well as other matters. Furthermore, at Silk Legal, we understand that the aforementioned issues may apply to non-profits different than they would other types of organizations and have the knowledge and experience to tailor solutions optimized specifically for non-profit entities. Regardless of whether their goals are to engage in charity, philanthropy, the promotion of the arts and sciences, or to advance a certain cause, Silk Legal takes great pride in serving as Thailand’s trusted charity law firm.

  • Joint Ventures

    Joint ventures are the key to growth and expansion of businesses are even more important in cross border transactions. Even within Thailand alone, many businesses decide to enter into partnerships for certain projects without locking their business identities and capital permanently. It could be for a construction project or combining the efforts of horizontal market products with a view to achieving a higher economies of scale.

    Silk Legal is proficient at structuring and drafting different types of joint venture agreements catering to the needs and objectives of a business.

    Foreign entities often find the need to enter into joint ventures while conducting businesses in Thailand. The international markets and businesses environments are governed by different principles and guidelines. We adopt a homogeneous approach in combining these international principles and merge them with applicable laws of Thailand to achieve harmony and fluidity.

    The advantages of joint venture companies are paramount in terms of achievement of growth and often done through different legal vehicles be it on a project basis or formation of joint venture company. Our task is to simplify the legal complexities guide clients through the process of getting a joint venture partnership agreement.

  • Labor & Employment

    Understanding labor law and its implications is essential for any business organization in Thailand, no matter whether if it is a startup or a large scale multinational corporation. From the context of running an office to operating a factory in the industrial zone, operation of labor law is key to the success ofinternal employment policies.

    Silk Legal’s team of lawyers are proficient in advising on labor law. Our lawyers advise different types of entities on a broad array of topics including but not limited to, internal employment policies and HR codes, termination, employment benefits, pension schemes, harassment, preparation of service contracts and agreements both domestic and international, resolving boardroom disputes, discrimination, executive remuneration, corporate governance etc.

    We are able to advise large-scale corporations on mass layoffs and personnel restructuring in adherence to the labor laws. Our key strength lies in understanding the needs of a corporation and addressing the issues with able hands.

    In representation of the management we ensure that the employment practices are set at a high standard and address issues like internal grievances and HR policies along with drafting the necessary pieces of guidelines. We ensure that the corporations abide by the applicable labor laws in taking decisions pertaining to their employees.

    In representation of employees and workers, we uphold the law and ensure that their grievances are addressed adequately and ensure fairness and right treatment by the higher management. We represent clients on matters of redundancy, discrimination and unfair dismissals.

  • Mergers & Acquisitions

    Successful M&A law work is an end-to-end operation: identifying opportunities, initiating negotiations and then guiding the client through the process to a successful transaction. It is about far more than just “doing the deal”. It is about forging a relationship in which we are advisors and partners, not just lawyers. Add to this our entrepreneurial spirit and Silk Legal’s numerous recognitions and that’s the Silk Legal difference.

    Silk Legal has a highly-skilled mergers and acquisitions law team. They are highly successful across a wide range of specialties and have years of experience advising companies with their transactions. Our team is highly skilled in finding unique opportunities for every business and objective. We know that M&A is a multi-step process and we can be by your side for every step of the journey. From finding the right opportunity to negotiation to execution. We aim to help you build and foster relationships in your industry.

    Our mergers and acquisitions law experts work across a broad range of sectors, advising both public and private companies on: purchases and sales of companies or their assets, recommended takeovers, private equity transactions – including buyouts and buy-ins, transactions involving re-organizations and demergers.

  • Startups & Fundraising

    Startups

    Our extensive experience in corporate practice gives us the capacity to offer a broad range of services to emerging companies regardless of what industry they are in. Our multidisciplinary approach not only ensures that rudimentary tasks such as company formation are done with accuracy, we also guarantee that complex matters pertaining to corporate governance, employment, tax, and general compliance are handled in a precise manner.

    In this field, we have previously advised clients on multiple fronts, including matters such as equity structures, negotiations with investors, employee compensation, and management systems. We are also adept at advising our clients regarding possible expansions, raising investment capital, and pursuing key transactions that may add value to their business.

    Our clients not only include newly formed growth-stage companies seeking to establish operations in Thailand, we have also served investors, accelerators, incubators, consultants, and partners. We have provided guidance at every stage of growth, from the pre-launch stage all the way to exits. By becoming trusted business advisors, we deliver credibility and establish relationships through our connections in the startup ecosystem.

     

    Venture Capital

    Our mission is to help emerging companies raise much needed capital and assist investors identify key opportunities for growth. By leveraging our extensive experience and relationships in the ecosystem, we are able to close deals as quickly and efficiently as possible.

    Starting from the seed stage, we are able to provide legal and business insights on legal implications, market trends, terms and structures, and possible sources of seed or venture capital. Combining these, we empower our clients to create effective strategies for pitching to investors and other stakeholders.

    Having spent several years establishing relationships in industry circles, including with investors, we are fully capable to making targeted introductions between ventures and possible investors. Combined with our familiarity with the regulatory, tax, and comparative law aspects of these transactions, we are well-positioned to serve your needs in these matters.

     

    Private Equity

    Given the growing complexities and competition among private equity firms, experience, efficiency, and competence make the difference between making it or breaking it in the sector.

    Structuring transactions involves thoroughly analyzing investments and acquisition proposals while bearing in mind their added value. Leveraging our extensive experience in this field, we provide clients with advice on structuring and bids for transactions, negotiations, drafting acquisition agreements, and compiling financing documents. We also offer insights into offerings and transactions throughout all stages of a deal, from the initial fundraising and establishment of the private equity investment fund to the management of portfolio companies and exits from investments.

    Clients also rely on us to give precise solutions in other areas surrounding investments, including leveraged financing, tax structuring, dispute resolution, anti-trust regulations, and intellectual property protection.

  • Insurance

    Silk Legal’s multidisciplinary professionals offer advice and legal consultancy on all areas of insurance law. We offer full range of services on insurance matters, including primary and excess general liability and product liability, directors and officers, legal malpractice, errors and omissions, media liability, fidelity, mortgage, financial institution bonds and reinsurance. Our insurance lawyers are equipped to represent insurers and policyholders in litigation, alternative dispute resolution proceedings, arbitrations and settlement negotiations.

    We provide strategic and policy advice on insurance related matters, advise and litigate coverage disputes in bankruptcy proceedings, represent and advise insurers and insureds in matters involving various kinds of financial and specialized liability coverage matters including transactional, regulatory, and commercial dispute resolutions and claims.

    Our insurance attorneys are experienced in advising individuals, startups and MNCs on life and non-life insurances and claim settlements, and with excellent grasp on the nuances of the insurance industry, are able to deliver the best results for clients.

  • Healthcare & Pharmaceuticals

    Silk Legal recognizes the current challenges faced by healthcare companies in Thailand. As a result of tight regulatory controls and complications surrounding licensing and approvals faced by hospitals, pharmaceutical companies, and medical practitioners; this is an especially complex industry. For healthcare and pharmaceutical ventures to succeed in Thailand, effective and experienced legal counsel is required.  

    With our understanding of Thailand’s regulations regarding healthcare, medical services, and the rising e-health sector, we are well-equipped to deliver suppliers, distributors, and medical service providers the insight they need to be compliant. We advise both foreign investors as well as existing entities on a broad range of issues, namely with regard to compliance, policy considerations, and future regulatory trends. We also provide assistance with: 

    • Licenses from the Food and Drug Administration, Department of Business Development, and other relevant government agencies;
    • Personal Data Protection (PDPA);
    • Commercial agreements;
    • Company formation and BOI promotion (Section 7: Services and Public Utilities);
    • Mergers and Acquisitions
    • Intellectual property protection, patents, trademarks, and copyrights;
    • Transfer pricing and tax planning;
    • Dispute resolution; and
    • Regulatory compliance.

    Silk Legal’s primary strength is our firm’s understanding of the latest innovations in the global medical care sector, as well as the regulatory changes affecting them. Our international perspective on legal matters allows Silk Legal to assist clients who wish to capitalize on local, regional, and global opportunities in the healthcare field.