Licensing & Royalty Agreement
Illustrative record preparation, not evidence of our staff, client records or authority approval.
สัญญาอนุญาตใช้สิทธิ (Licensing & Royalty) · § Instrument
What to know before you act
A licence is not a sale of ownership. Identify the works or registrations, channels, territory, term, sublicensing and termination consequences. For trademarks, check quality control and recordal. Define royalty calculation, returns, audit rights and tax allocation; there is no universal royalty percentage suitable for every business.
Timing and external dependencies: Drafting depends on rights and negotiations; recordal depends on IP type, documents and registrar review. Filing alone does not establish that use is lawful in every case.
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
Identify the IP, registration or ownership evidence, countries of use, parties and revenue model. Send any draft and unresolved terms. The free initial enquiry covers scope and quotation, not free legal analysis.
- Trademark or patent records and ownership evidence
- Licensor, licensee and signatory details
- Products, channels, countries and licence duration
Legal Basis
Identify the IP first. Licensing a Thai registered trademark is governed by section 68 of the Trademark Act; patent licensing follows Patent Act requirements. Copyright and trade secrets do not use the same licence-recordal procedure. Cross-border royalties require checking the Revenue Code, relevant tax treaty and recipient facts before deciding tax treatment.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Brand owners, software developers, creators and licensees defining use, improvements or royalties, including businesses paying overseas rights holders.
Required Documents
- Trademark or patent records and ownership evidence
- Licensor, licensee and signatory details
- Products, channels, countries and licence duration
- Royalty formula, sales reporting and audit provisions
- Recipient country and treaty-claim supporting evidence
Common Pitfalls
- Assuming all IP uses the same recordal process
- Licensor lacks rights or is restricted by earlier contracts
- No rule on improvements or post-termination use
- Applying a country-based tax rate without checking recipient and income
Document-review situations (not client histories)
- A trademark licence limited to selected product lines
- Software distribution without transfer of source-code ownership
- Checking Thai patent coverage and tax for an overseas technology licence
FAQ
- Do trademark and copyright licences use the same recordal process?
- No. A Thai registered trademark licence requires checking statutory written-agreement and registration requirements. Copyright does not use that same process.
- Does the licensee become the IP owner?
- Generally it receives defined usage rights, not ownership. Separate licences, assignments and ownership of newly developed material.
- Is withholding identical for every overseas royalty?
- No universal rate should be assumed. Check income character, recipient status, country, treaty and supporting documents with RD before payment.
- Can the licensee sublicense?
- Check the licensor’s authority and specify scope, consent, quality control and liability. The word licence alone does not resolve sublicensing rights.
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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?
- 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: a fee quoted after review million of paid-up registered capital per foreign work permit, or a fee quoted after review million if the foreigner is married to a Thai national, and a fee quoted after review 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.