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Corporate Governance for BOI, MOU & JV Companies
Board minutes, resolutions, bilingual MOU/JV drafting, and BOI/DBD compliance for Thai and foreign-invested entities.
Quick Answer
Full-stack corporate secretary work — board packs, AGM/EGM minutes, share transfers, MOU and JV agreements under the Foreign Business Act, BOI conditions, and Civil & Commercial Code. Retainers from THB 15,000/month; JV drafting from THB 80,000.
FAQ
- What does corporate governance for BOI companies involve?
- Board minutes, shareholder resolutions, MOU/JV drafting, related-party disclosures, annual compliance reporting to BOI, and coordination with the DBD (Department of Business Development) for share transfers and director changes.
- Can you draft JV agreements for Thai–foreign partnerships?
- Yes. We draft bilingual (Thai/English) JV agreements aligned with the Foreign Business Act, BOI conditions, Civil & Commercial Code, and (where applicable) Treaty of Amity for US investors. Includes deadlock, exit, and IP-carveout clauses.
- How long to prepare an MOU or JV?
- MOU: 3–5 business days. Full JV agreement: 10–15 business days including 2 rounds of negotiation. Rush 5–7 days at 1.5× fee.
- Rates?
- MOU drafting THB 25,000–45,000. JV agreement THB 80,000–250,000 depending on complexity. Ongoing corporate secretary retainer THB 15,000–35,000/month.
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- Certified translation — every language
Certified translation across civil, academic, corporate, contractual, financial, medical, technical and IP documents — with the Notary → MFA → embassy legalization chain handled end to end.
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Official sources — company registration & BOI
The information on this page follows the official sources below. Always check the latest version before you file.
- กรมพัฒนาธุรกิจการค้า — จดทะเบียนนิติบุคคล— Department of Business Development
- สำนักงานคณะกรรมการส่งเสริมการลงทุน (BOI) / LTR Visa— Thailand Board of Investment
- กรมสรรพากร — ประมวลรัษฎากร ภาษีเงินได้ VAT— Revenue Department
- สำนักงานคณะกรรมการคุ้มครองข้อมูลส่วนบุคคล (PDPA)— PDPC Thailand
- สำนักงานคณะกรรมการกฤษฎีกา — ฐานข้อมูลกฎหมายไทย— Office of the Council of State
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Frequently asked questions
- Can a foreigner own 100% of a Thai company?
- Generally no for activities listed in the Foreign Business Act, where majority foreign ownership requires a Foreign Business Licence, a BOI promotion, or treaty rights such as the US–Thailand Treaty of Amity. Manufacturing and certain export activities are largely open, and BOI-promoted activities can permit full foreign ownership together with land-holding and visa privileges, so the right structure depends on the specific activity.
- What is the minimum registered capital for a Thai company?
- There is no general statutory minimum for a Thai-majority company, but practical thresholds apply: THB 2 million of paid-up registered capital per foreign work permit, or THB 1 million if the foreigner is married to a Thai national, and THB 3 million per foreign shareholder for a Foreign Business Licence. Capital should therefore be planned around the visa and work-permit outcome you need, not the incorporation minimum.
- How long does company registration take?
- Registration at the Department of Business Development can be completed within one to three working days once the name reservation, shareholder documents and company objectives are ready, and the VAT registration and social security registration follow afterwards. The realistic end-to-end timeline including bank account opening is two to six weeks, with the bank account usually being the slowest step for foreign directors.
- What ongoing accounting obligations does a Thai company have?
- Every Thai company must keep statutory accounts, file monthly withholding tax (PND 1, 3, 53) and VAT (PP 30) returns by the middle of the following month, file the half-year corporate income tax return (PND 51) and the annual return (PND 50), and have its financial statements audited by a Thai CPA and filed with the DBD each year. Dormant companies are not exempt — nil returns and an audited statement are still required.