An officer from Bureau of Foreign Business Administration-FBA, Department of Business Development explains that the definition of 'Advertising' stating in the FBA, it refers to an activity of creating and selling advertisement.

It is up to the company to set up a subsidiary or a branch.

For the clarification of Types of Business Organizations (definition of subsidiary or branch), please refer to the book "A Business Guide to Thailand 2014" (page 12) which can be download from this link:

https://www.slideshare.net/boinyc/a-business-guide-to-thailand-2014

Basically, subsidiary means establishment of limited company. (p.13)

Subsidiary is a separate legal entity distinct from its parent company. Liabilities are limited to subsidiary.

Limited company can apply for BOI promotion depending on the activity of the business.

As for branch office (p.15), it is not considered as limited company. It is not a separate legal entity but it is an extension of the parent company. Liabilities extend to parent company. According to the book (p.15) "Having a branch office in Thailand, the foreign corporation (parent company) could be exposed to civil, criminal and tax liability if the branch office violates any law in Thailand. The foreign head office must appoint at least one branch manager to be in charge of operations in Thailand”.

Conditions to set up branch office, please refer to p.16

For further information regarding requirement of each case, please refer to page 13-16.

5. How long to set up a new entity? How much at least to spend as request by local law?

Please refer to the attachment "Company Registration in 1 Day”

In order to register a company, there are two processes:

1.Register the Memorandum of Association (p.3)

2.Register the company limited’s establishment.

• The flow chart on p.1 and p.2 is essential for understanding the whole procedure and requirement. (please see the information on the attachment file)
• The Registration Procedure is indicated on p.5 of the attachment file.
• For the list of Company Registration documents, it is indicated on p.11 and p.12
• Fees for registering Company Limited, p.8

When all documents are finalized, you can submit them to the registrar. The establishment of incorporation in Thailand takes 1 day.

Remark 1– all forms are in Thai language, and must be filled in Thai language only.

Remark 2– for company name reservation, it must be reserved via online only. The applicant must be one of the 3 promoters. (see p.10)

Source: Department of Business Development, Ministry of Commerce of Thailand.http://www.dbd.go.th/intro.php

http://www.dbd.go.th/ewt_news.php?nid=369&filename=index

http://www.dbd.go.th/dbdweb_en/main.php?filename=index

The investment procedure are as follows:-

1) A foreign company can be allowed to invest in a Thai local company with maximum foreign shareholding ratio of not larger than 49%, on this, the local Thai company will have to go to the Business Registration Bureau of Department of Business Development to correct its shareholder ratio.In case that the foreign shareholding ratio will be larger than 49% of the total share, before operating the business, the company will be required to obtain a Foreign Business License from the Foreign Business Administration Bureau of Department of Business Development. BOI

2) In case that a foreign company will invest in a new project to operate an E-commerce business, then the company can apply for BOI's investment promotion, 100% foreign shareholding can be allowed for the company which will apply for investment promotion under the activity 5.9 E-commerce business. The conditions of the BOI's promoted activity 5.9 E-commerce business can be accessed via http://www.boi.go.th/upload/attachfile/investment/english/section5.pdf or "A Guide to the Board of Investment" via:https://www.boi.go.th/upload/content/BOI-A%20Guide_EN.pdf

Together with the exemption from import duty on machinery, other non-tax incentives such as the right to own land, the right to remit foreign currency abroad, the right to bring in foreigners to work will be provided, thus a company with majority foreign shareholding (foreign shareholding ratio of more than 49%) promoted by the BOI for this 5.9 E-commerce activity will be allowed to operate business. Otherwise the company will be required to obtain Foreign Business License to operate business under the supervision of Foreign Administration Bureau and Foreign Business Act. The example of the e-commerce business that the BOI has promoted is http://www.tarad.com/ For the E-commerce business, transaction has to be done via website. The income will be derived from brokerage fee/commission fee occurred per each transaction. In case that the company also develops it own digital content via web-based application and cloud computing, it can apply for BOI's investment under activity 5.8 Software 5.9 Digital Content

https://www.boi.go.th/upload/content/BOI-A%20Guide_EN.pdf

(3) Web-based application and cloud computing. The conditions of the BOI's promoted activity 5.7 Software 5.9 Digital Content (3) Web-based application and cloud computing can be accessed via the page 50-52 of "A Guide to the Board of Investment"https://www.boi.go.th/upload/content/BOI-A%20Guide_EN.pdf All information about BOI's investment promotion's measures can be found in "A Guide to the Board of Investment" and can be accessed via:https://www.boi.go.th/upload/content/BOI-A%20Guide_EN.pdf

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