Révisé par ThaiLawOnline, un cabinet d'avocats thaïlandais agréé exerçant en Thaïlande depuis 2006. Avocate thaïlandaise en charge du dossier : Wichuda Atthamethakon, LL.M., licence du barreau thaïlandais 3149/2556.
Dernière mise à jour :
A registered company is not yet a working business. Before investing in premises, stock or staff in Thailand, test whether customers will pay enough to cover the full cost of serving them. Then check whether the ownership, activity and proposed work are permitted.
Discovering a licensing problem after signing a long lease leaves you paying for a business you are not ready to operate. Put the decisions in the right order.
Define the customer and test demand
Choose a specific customer group and problem. “Tourists,” “expats” and “Thai consumers” are too broad for a useful forecast. A restaurant relying on holiday traffic has different risks from a business supplying repeat customers under contract.
Use interviews, enquiries and other lawful market research to test your assumptions. Compare competing offers, the price customers accept and the cost of reaching them. Before taking paid orders or conducting a trial operation, check the permissions required.
Price the operation before choosing the company
Prepare a monthly cash-flow forecast with slower sales and later customer payments as well as your expected case. Include rent deposits, fit-out, licences, payroll, accounting, insurance, taxes and professional fees. Keep the founders’ living costs and business expenses in separate budgets.
Decide how much you are prepared to lose before changing course. A forecast with no allowance for delays, repairs or bad debts gives false comfort. Review the figures with the people responsible for delivering the work.
Resolve ownership and permission to work
Describe the exact activity before selecting a structure. Foreign ownership restrictions and sector licences depend on what the business does. Owning shares and having permission to work are separate questions.
Do not use Thai shareholders who are only lending their names. Agree real investment contributions, management responsibilities and the terms for a founder’s departure. Our business setup guide covers the legal preparation and registration sequence.
Build relationships and record agreements
Give a potential partner time to understand the proposal. Identify who has authority to approve the deal, who will perform the work and how decisions will be communicated. Follow a meeting with a short written record of the agreed action, price and deadline.
A polite response is not necessarily a commitment. Ask concrete questions: Is the price approved? Who signs? Which document is missing? Leave room for disagreement without turning the meeting into a public confrontation.
Use a competent interpreter where detail matters. A bilingual contract needs consistent obligations and a clear rule for resolving differences between the texts. Neither warmth nor a good introduction removes the need to check a counterparty’s records.
Check the premises and suppliers
Before signing a lease, verify permitted use, required approvals, access, utilities and the landlord’s authority. Identify who pays for alterations and what happens if the intended licence is refused. A refundable reservation and a binding lease are different commitments.
For a key supplier, agree specifications, delivery, inspection, payment and responsibility for defective work. Keep an alternative where a single supplier’s failure would stop the business. Promised delivery dates should appear in the agreement.
Assign responsibility after launch
Put filing dates, licence renewals, payroll tasks and contract renewals on a shared calendar. Give each obligation an owner. The accountant, director and manager need to know which records they must exchange and when.
Review cash, overdue invoices, customer complaints and actual margins regularly. Revenue alone will not show whether the business is healthy. If a product consistently loses money after delivery and support costs, address the price or stop offering the product.
Prepare a useful first brief
Write a one-page description of the customers, activity, ownership, staff, premises and funding, supported by a realistic budget. Identify commitments already made and the earliest date you need to trade.
For the commercial reasons to incorporate, read the benefits and limits of a Thai company. For a review of the structure and legal sequence, book a consultation with ThaiLawOnline.
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