Representative Office in Thailand

A Representative Office in Thailand (RO) is a legally permitted, non-profit-generating business structure in Thailand used by foreign companies that wish to explore the local market, coordinate business activities, support a head office, and maintain a visible corporate presence without engaging in direct revenue-earning operations. For many multinational organizations entering Thailand for the first time, a RO is often the ideal starting point before establishing a full commercial entity such as a private limited company or BOI-promoted company.

Thailand allows RO registration under strict oversight by the national commerce registrar, ensuring that offices are not misused for unlicensed foreign business activities. Unlike a private limited company, an RO cannot issue invoices, sign commercial sales contracts, or earn income within Thailand. Its primary function is operational support, information gathering, quality control, procurement coordination, and business reporting.

Applicable Legal Framework

Establishing a RO is mainly governed under:

• the foreign business regulation statute enforced by the national commerce regulator
  (the Foreign Business Act B.E. 2542), which categorizes RO as a non-revenue activity exempt structure rather than a foreign business license required entity

• civil-commercial corporate personhood rules applied by Thailand’s official registrar under the national commerce agency
  (the Department of Business Development)

• employer, labor, and immigration intersections later governed by:

  • the Ministry of Labor Thailand for employer and Social Security registration,

  • Revenue Department for tax ID and withholding filings, and

  • the Immigration Bureau for visa-company evidence and foreign director documentation.

Although RO interpretation aligns with Thailand’s international economic commitments, domestic statutory law and procedural evidence rules always take priority.

What Activities a Representative Office CAN and CANNOT Do

✅ Allowed Activities

A Representative Office may only carry out 5 functions, limited to:

❌ Prohibited Activities

An RO cannot:

• Generate income

• Issue invoices or tax receipts for services or goods

• Sign sales or service agreements that earn revenue in Thailand

• Import goods for local resale (allowed only for inspection or non-commercial samples)

• Engage in marketing that promotes direct local purchases

• Apply for Foreign Business Licenses (because it must prove it earns no income)

If an office is found performing unlisted activities or earning revenue, authorities may order:

• registration revocation,

• fines against the signing directors,

• immigration or work permit disruption, and in extreme cases,

• business strike-off from civil records.

Minimum Requirements to Set Up a Representative Office

Note: An RO has no share capital, so funding must come through international remittances from its head office overseas.

Detailed Registration Process

1. Board Resolution from Parent Company

The foreign head office must issue a signed board resolution that specifically confirms:

• The company intends to open a representative office in Thailand

• The person appointed as the Chief RO Officer holds authority to bind the office in Thailand

• The office’s 5 limited activities are clearly declared

• Operational funding will be remitted from abroad

Thailand-based authorities will review whether the resolution statements align with RO functions.

2. Securing a Registered Office Address

A verifiable Thai physical address must be obtained through:

• Commercial lease contracts, or

• Consent + proof from property owner if director-linked

Lease must allow:

• Onsite inspection by registrar

• A corporate signboard at location

• Document physical access even if used as a serviced office

Basic mailboxes or decorative virtual addresses that fail physical tests can be rejected.

3. Filing the RO Registration

The filing is submitted to the Department of Business Development, which assesses:

• The foreign company’s legal status abroad

• Clarity of declared activities

• Address verifiability

• Authorized officer power

• Proof that no revenue will be earned

• Funding source clarity

Forms are usually filed through Thailand’s national business registration system. The submission must be fully completed in Thai language formats. English forms are not accepted unless translated and certified.

Typical review time: 5–15 business days depending on information clarity.

4. Employer, Tax, and Social Security Registration

After approval of RO by business registrar:

Even though it earns no revenue, RO must still:

• File annual financial statements via appointed Thai auditor.

• Submit director and office details to labor and immigration regulators.

• Demonstrate funding via remittance history.

• File withholding tax when paying contractors.

• Comply with payroll and Social Security if hiring employees.

Audit filings for RO must explicitly show:

• No sales revenue

• Office operations funded by parent company abroad

• Thai-auditor confirmed deliverables for Kor Ror 5 filing

RO, Work Permits, and Visas

Foreign officers may work at the RO only after obtaining:

• a Thai Work Permit (non preview artifact, but referenced for administrative practice)

• Appropriate visa (e.g., Non-Immigrant B visa commonly sponsored using company evidence)

Administrative practice commonly expects:

This is not statutory minimum capital but administrative enforcement practice.

Without work permits:

• foreign officers cannot legally operate within Thailand,

• visitor visas cannot justify RO signing authority,

• and business travel rights may be restricted during disputes.

Intersection with Other Business Structures

Many foreign companies start with an RO before advancing to:

• Thailand’s investment promotion agency for BOI privileges, or

• Thai Private Limited Company filing later via DBD

An RO often functions as a market-entry diagnostic setup because it avoids complex shareholding caps until the company commits to full commercial operation.

Common Mistakes That Can Lead to Rejection

❗ Attempting to earn revenue
❗ Importing goods for local resale
❗ Submitting unverified serviced addresses
❗ Not translating corporate forms into Thai format
❗ Declaring activities beyond the 5 RO functions
❗ Failing to show funding source remittance from abroad
❗ Filing without parent company board resolution
❗ Filing without Thai-licensed auditor appointment

Frequently Asked Questions

Conclusion

Setting up a RO in Thailand is one of the most important strategic legal actions for foreign businesses that want to establish a visible, compliant, and protected corporate presence without generating profit. Registration is handled through the Department of Business Development, while supporting obligations later intersect with Thailand’s tax, labor, and immigration authorities. RO must use verifiable addresses, appoint a Thai auditor, clarify 5 limited activities, prove zero local revenue, and demonstrate funding from abroad. The structure is designed to support business credibility, protect minors through compliance symmetry when intersecting with family petitions, and create a lawful corporate foothold before expanding to full commercial operations.