FAQ

A common situation: a company first sets up a representative office for market research, then needs to invoice and sell in Thailand; or it first operates as a branch, then wants to apply for BOI or bring in a local partner. Many then ask whether the representative office can simply be "upgraded" to a company. It cannot.

1. Why direct conversion is not possible

Because their legal nature differs, Thai law has no procedure for turning one into another. To change form, you must set up the target entity, move the business, staff, contracts and assets to it, and then close the original entity.

2. Steps in a conversion

1. Set up the target entity: usually a new private limited company (for timing, see What is the general turnaround time from name reservation to the business license?).

2. Transfer the business: re-sign employment contracts, re-sign or assign customer and supplier contracts, transfer assets at fair value with invoices, and handle the related taxes.

3. Close the original entity: a representative office or branch must deregister for tax, social security and with the DBD; a limited company must go through dissolution, liquidation and final deregistration, which usually takes months (see Company Dissolution and Liquidation).

4. Re-apply for licences: licences, BOI promotion and work permits held by the original entity generally do not transfer automatically. Transferring a BOI project requires separate BOI approval.

3. The cost of choosing wrongly

• Time: setting up and closing often adds several months.

• Cost: two sets of registration, bookkeeping, audit and closure fees.

• Compliance risk: a representative office acting outside its permitted scope (such as signing sales contracts or receiving payments) may be treated as operating unlawfully and assessed for back taxes.

4. How to choose correctly at the start

Write down your business plan for the next two to three years: will you invoice and collect in Thailand, hire local staff, apply for BOI, build a factory or buy land? If the answer to any of these is yes, starting with a private limited company is usually the safer choice (see What are the common types of legal entities for company registration in Thailand?).

5. Legal basis and scope of service

Basis: provisions of the Thai Civil and Commercial Code on the formation, dissolution and liquidation of limited companies; Foreign Business Act provisions on foreign companies operating in Thailand; DBD guidance on registering and closing representative offices and branches. The actual conversion depends on the business and the requirements of the authorities.

Related services: Company Registration & Approval Services | Company Dissolution and Liquidation