Joint Venture Agreement
Illustrative record preparation, not evidence of our staff, client records or authority approval.
สัญญาร่วมทุน (Joint Venture Agreement) · § CrossBorder
What to know before you act
Agree first on each party’s contribution, ownership of assets and allocation of risk, then set shares, board authority, funding duties and reserved decisions. A 49/51 split does not automatically make a business lawful: check genuine ownership and activities. Deadlock and share-transfer solutions must work under the law and articles, not merely appear in the agreement.
Timing and external dependencies: Timing depends on information, negotiations, company approvals and applicable licences. Signing and lawful business commencement may be different dates. Approval timing is not guaranteed.
Official fee: Check current authority fees, tax or stamp duty where applicable before acting. These are separate from company service fees: Ask our team for a quotation.
Timing is not a promise of an outcome or hearing date. Check the notice, limitation period and current authority rules for your matter.
What to send for the first review
Describe actual business activities, investors’ countries and roles, funding rounds and unresolved points. State whether you need review, drafting or negotiation support. The free initial enquiry is for scope and quotation, not free legal advice or case analysis.
- Draft MOU and agreed or unresolved terms
- Party registrations, articles and ownership information
- Business plan, funding and responsibilities
Legal Basis
Read the agreement with the Civil and Commercial Code, company articles and resolutions. Foreign participation requires checking the Foreign Business Act definition, restricted activities and sector laws. BOI or treaty eligibility is project-specific, not a universal exemption. Assess competition requirements against the actual transaction rather than a single market-share threshold.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Thai operators and overseas investors allocating capital, technology, management or sales roles, and existing partners revising decision-making or exit arrangements.
Required Documents
- Draft MOU and agreed or unresolved terms
- Party registrations, articles and ownership information
- Business plan, funding and responsibilities
- Technology, trademark and contributed-asset schedules
- Licences or evidence of claimed BOI or treaty rights
Common Pitfalls
- Using Thai nominees to evade restrictions
- Granting powers inconsistent with articles or resolutions
- Funding duties without consequences for non-payment
- No valuation or IP-exit mechanism
Document-review situations (not client histories)
- Separating licensed technology from owned assets in a manufacturing JV
- Designing a workable exit from equal-vote deadlock
- Revising funding arrangements before admitting a new investor
FAQ
- Does 51% Thai ownership remove all foreign-business concerns?
- No. Check genuine ownership and funding, activities, sector laws and nominee risks. A percentage alone cannot validate the structure.
- Can the agreement replace company articles?
- No. Align contractual rights with articles, board authority and legally required resolutions.
- Can partners collaborate without incorporating?
- Potentially, through a contract. Assess liability, licensing and tax against the actual arrangement rather than treating it like a newly incorporated company.
- Does arbitration guarantee enforcement everywhere?
- No. Check arbitrability, seat, institutional rules, costs and recognition or enforcement conditions where assets are located.
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Official sources — legal services
The information on this page follows the official sources below. Always check the latest version before you file.
- Office of the Judiciary— Office of the Judiciary
- Ministry of Justice— Ministry of Justice
- Lawyers Council of Thailand — Notarial Services Attorneys— Lawyers Council of Thailand
- Office of the Council of State — Thai law database— Office of the Council of State
- Royal Thai Government Gazette— Royal Thai Government Gazette
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Frequently asked questions
- Can a foreigner own 100% of a Thai company?
- Full foreign ownership is possible for some activities, but there is no blanket permission. Check the Foreign Business Act definition, actual activities, sector-specific restrictions and any required licence or certificate. BOI promotion and treaty rights apply only within their approved scope; they do not automatically confer land rights, visas or work permits. Do not use nominee shareholders. Verify the proposed structure with DBD.
- What is the minimum registered capital for a Thai company?
- Do not apply one capital figure to every incorporation, foreign-business licence, visa or work-permit application. Registered capital and paid-up capital are different, and the applicable requirements depend on actual activities, ownership, permit category and any BOI or treaty conditions. Capital is a company funding requirement, not our service fee. Confirm the relevant criteria with DBD, the Department of Employment and Immigration before choosing the structure. Ask our team for a quotation for the agreed work.
- How long does company registration take?
- Separate document preparation, name reservation, signatures and DBD review from VAT registration, Social Security and bank onboarding. Timing depends on the filing channel, complete documents and any requests for corrections or additional evidence; no completion date is guaranteed. Ask our team for a quotation and a planning estimate after the proposed structure and documents have been reviewed.
- What ongoing accounting obligations does a Thai company have?
- A Thai limited company keeps statutory books and prepares audited annual statements even without trading. Tax returns depend on its payments, VAT status, accounting period and taxpayer category: PND1, PND3 and PND53 are not universal monthly returns for every company, and PP30 applies to VAT-registered businesses, including nil-return months while registration remains active. Check PND50, PND51 and each filing deadline with RD; check annual statements and shareholder filings separately with DBD.