Business Solutions
The Legal Backbone Your Business Needs to Operate
Registering a company is only the beginning. Once your Thai entity is up and running, you face an ongoing stream of operational legal requirements — supplier contracts, lease agreements, employment terms, licensing applications, regulatory compliance, intellectual property protection, and customer-facing terms and conditions. Each of these carries legal risk if handled incorrectly under Thai law, and that risk is amplified for foreign-owned businesses operating under the additional scrutiny of the Foreign Business Act.
Our Business Solutions practice exists to fill the gap between company formation and day-to-day commercial reality. We serve as your outsourced legal department — available when you need a contract reviewed, a licence applied for, a commercial dispute navigated, or a new market entry structured. Our focus is practical, commercial, and bilingual: we draft documents that work in both Thai courtrooms and international boardrooms.
On Koh Samui and Koh Phangan, the business landscape is heavily shaped by tourism, hospitality, real estate, wellness, food and beverage, and an emerging digital services economy. We understand the licensing requirements, municipal regulations, and commercial dynamics specific to these sectors — knowledge that a Bangkok-based firm simply cannot replicate with the same granularity.
What We Handle
Operational Legal Services That Keep You Trading
Commercial Contract Drafting & Review
Every business relationship should be documented. We draft and review the full spectrum of commercial agreements in both Thai and English: service agreements, supply contracts, management agreements, consultancy terms, partnership arrangements, memoranda of understanding, and settlement agreements. Each document is structured to comply with the Thai Civil and Commercial Code while reflecting the commercial intentions of both parties. For cross-border arrangements, we advise on governing law clauses, dispute resolution mechanisms, and enforcement considerations.
Business Licensing & Permits
Operating legally in Thailand requires more than a company registration certificate. Depending on your business activity, you may need a restaurant licence, tourism licence, hotel licence, liquor licence, direct marketing licence, import/export licence, or a Foreign Business Licence (FBL). We identify exactly which licences your business requires, prepare the application packages, coordinate with the relevant government agencies — including local municipal offices on Koh Samui and Koh Phangan — and manage renewals to ensure continuous compliance.
Franchise Agreements
Thailand’s franchise market is growing rapidly, and while the country does not yet have a dedicated franchise law, franchise arrangements are governed by a combination of the Civil and Commercial Code, the Trade Competition Act, and the OTCC’s Franchise Guidelines. We draft franchise agreements that define territorial rights, fee structures, IP licensing terms, quality control mechanisms, training obligations, renewal and termination conditions, and compliance with Foreign Business Act restrictions for foreign franchisors. We also advise franchisees on evaluating and negotiating inbound franchise offers.
Joint Ventures & Strategic Partnerships
Many foreign entrepreneurs on the islands operate through partnership arrangements with Thai nationals — whether for restaurant ventures, tour operations, property developments, or wellness businesses. We structure these relationships through formal joint venture agreements or shareholders’ agreements that clearly define each party’s capital contribution, profit-sharing, management responsibilities, decision-making authority, exit mechanisms, and dispute resolution procedures. Properly documenting these arrangements protects all parties and prevents the costly misunderstandings that frequently arise from informal handshake deals.
E-Commerce & Digital Business Compliance
Thailand’s digital economy is governed by a complex regulatory framework including the Electronic Transactions Act, the Personal Data Protection Act (PDPA), the Computer Crimes Act, and the Direct Sales and Direct Marketing Act. We help online businesses navigate registration requirements, draft compliant terms and conditions and privacy policies, implement PDPA data handling procedures, obtain direct marketing licences where required, and structure cross-border e-commerce operations. Since 2024, registered Thai companies are exempt from separate e-commerce licensing — but direct marketing licence requirements still apply for businesses engaging consumers through digital channels.
Intellectual Property Protection
Your brand, creative works, and proprietary knowledge are valuable business assets. We handle trademark registration with the Department of Intellectual Property (DIP), copyright recordation, trade secret protection through NDA and confidentiality agreements, and IP licensing arrangements for franchise and distribution models. For businesses using licensed intellectual property from foreign parent companies, we draft IP licence agreements that comply with Thai registration requirements and withholding tax obligations on royalty payments (typically subject to 15% withholding tax for non-resident licensors).
Supplier & Distribution Agreements
Whether you are importing goods for resale, appointing a local distributor, or engaging Thai suppliers for your hospitality business, the contractual framework must address pricing, payment terms, delivery obligations, quality standards, exclusivity, territory, liability, and termination rights. We draft agreements that are enforceable under Thai law while reflecting international commercial standards. For import/export businesses, we also advise on customs requirements, product standards, and the FDA registration process for food, cosmetics, and health products.
Data Protection & PDPA Compliance
Thailand’s Personal Data Protection Act (PDPA), fully enforced since June 2022, imposes significant obligations on all businesses that collect, use, or disclose personal data — including customer databases, employee records, CCTV footage, and website analytics. Penalties for non-compliance reach up to THB 5 million per offence. We conduct PDPA gap assessments, draft privacy policies and consent forms, prepare data processing agreements, advise on cross-border data transfers, and train your team on day-to-day compliance. For hospitality businesses handling guest data, PDPA compliance is particularly critical.
Commercial Dispute Resolution
When business relationships break down — unpaid invoices, contract breaches, partnership disputes, defective goods, service failures — we pursue resolution through the most efficient path available. This may include direct negotiation, formal demand letters, mediation (increasingly encouraged by Thai courts), arbitration under the Thai Arbitration Institute, or litigation in the Thai civil courts. On the islands, where business communities are small and relationships matter, we prioritise solutions that resolve disputes while preserving commercial viability wherever possible.
Sector-Specific Knowledge for Samui & Phangan
We advise businesses across the sectors that define the island economy — each with its own licensing requirements, regulatory nuances, and commercial dynamics.
Hospitality & F&B
Hotels, restaurants, bars, beach clubs. Licensing, lease structuring, supplier contracts, and liquor permits.
Tourism & Experiences
Tour operators, dive centres, boat charters. TAT licensing, liability frameworks, and partnership agreements.
Wellness & Health
Spas, yoga retreats, clinics. Health facility licences, practitioner permits, and product compliance.
Property & Construction
Developers, property managers, contractors. JV structures, construction contracts, and management agreements.
Retail & E-Commerce
Shops, online stores, import businesses. FBA analysis, e-commerce compliance, and customs advisory.
Digital & Tech Services
SaaS, remote agencies, fintech. BOI eligibility, PDPA compliance, and IP licensing.
Education & Training
Language schools, vocational training, tutoring. Education licences, work permits, and employment contracts.
Franchise Operations
Inbound and outbound franchise models. Agreement structuring, IP transfer, and ongoing compliance.
From Problem to Solution — Efficiently
A streamlined approach to every business legal matter, whether a single contract or a full operational framework.
Assess
We identify the legal issue, applicable Thai regulations, and your commercial objectives to define the scope of work.
Advise
Clear, actionable recommendations — with options, costs, and risk levels explained in plain English.
Execute
Bilingual document drafting, licence applications, registrations, and negotiations — handled from start to finish.
Protect
Ongoing compliance monitoring, renewals, and retainer support so your business stays ahead of regulatory changes.
The 15 Questions Business Owners Ask Most
Ranked by frequency across our consultations and Thailand-wide search data. Click any question to expand.
Can a foreigner operate a restaurant or bar in Thailand?
Yes, but not directly under full foreign ownership without special licensing. Restaurant operations fall under List 3 of the Foreign Business Act, meaning foreign-majority companies need an FBL or must structure as a Thai-majority company (51% Thai-owned). Additional requirements include a food establishment licence from the local municipality, a liquor licence if serving alcohol, health and safety inspections, and compliance with zoning regulations — particularly relevant on Koh Samui where certain commercial activities are restricted.
Can a foreigner operate a tourism or dive business?
Tourism businesses require a Tourism Business Licence and are subject to FBA restrictions (usually requiring a Thai-majority structure). Dive centres must meet safety equipment standards and instructor certification requirements. Boat charters require vessel registration and marine insurance. Foreign-majority companies cannot operate these without an FBL or BOI promotion.
Can I franchise my business concept in Thailand?
Yes. Thailand is governed by the Civil and Commercial Code and the Trade Competition Act rather than a dedicated franchise law. Foreign franchisors must consider FBA compliance if the activity is restricted. Franchise fee payments to foreign franchisors are subject to 15% withholding tax, and IP licences must be recorded with the DIP. We draft agreements covering territory, fees, quality standards, and exit provisions.
Do I need a direct marketing licence to sell online?
In most cases, yes. The Direct Sales and Direct Marketing Act requires any business selling goods or services through digital channels (websites, social media, messaging) to obtain a licence from the OCPB. This ensures compliance with consumer protection standards like refund policies and pricing transparency. Since 2024, Thai companies are exempt from separate e-commerce registration, but the direct marketing licence obligation remains.
Do I need a written contract for every business relationship?
While Thai law recognises verbal contracts as binding for many types of agreements, enforcing them is extremely difficult. Certain contracts must be in writing to be enforceable — including any lease exceeding three years, hire-purchase agreements, guarantees, and insurance contracts. A written contract is essential for commercial clarity, defining obligations, payment terms, and termination rights. In Thailand's cross-cultural business environment, a bilingual written agreement eliminates ambiguity and provides a clear enforcement path.
How are commercial disputes typically resolved in Thailand?
Paths include: Negotiation (direct discussion facilitated by counsel), Mediation (neutral mediator via courts), Arbitration (enforceable awards under TAI or international rules), and Litigation (Thai civil courts). For IP and international trade, the IP&IT Court has jurisdiction. For disputes under THB 300,000, the Small Claims Court offers a simplified process. The chosen mechanism should be specified in your contract.
How do I protect my brand and trademark in Thailand?
Thailand operates on a first-to-file trademark system; the first to register a mark with the Department of Intellectual Property (DIP) has priority. Registration takes 12–18 months and grants protection for 10 years, renewable indefinitely. For businesses under licence from a foreign brand, the IP licence must be recorded with the DIP to count as "use" by the owner. We also advise drafting non-disclosure agreements and non-compete policies to safeguard trade secrets.
How do I structure a joint venture with a Thai partner?
Joint ventures can be incorporated (a new limited company) or unincorporated (contractual). The incorporated model is more common for island entrepreneurs as it provides a vehicle for licences and work permits. A Shareholders' Agreement is critical to define capital contributions, management authority, reserved matters, IP rights, deadlock resolution, and exit provisions.
Is Thailand a good jurisdiction for e-commerce businesses?
Yes, but it requires navigating FBA compliance (online retail is restricted), the Electronic Transactions Act, PDPA, and OCPB licensing. VAT registration is required after THB 1.8M revenue. BOI promotion is available for software development and digital content, providing full foreign ownership and tax incentives.
What are the risks of operating without proper licences?
Consequences include: administrative fines and business closure; criminal liability for directors (up to THB 1 million and 3 years' imprisonment for FBA violations); work permit and visa cancellation; and contractual invalidity. Thai authorities conduct periodic inspections, and on the islands, competitor complaints often trigger enforcement. Investing in proper licensing upfront is always more cost-effective than remediation.
What is a non-compete clause and is it enforceable in Thailand?
They are generally enforceable but subject to judicial review for reasonableness regarding geographic scope and duration (typically 1–2 years). For employees, courts may consider whether adequate compensation was provided. We draft clauses specific enough to be enforceable while protecting legitimate business interests.
What is the PDPA and does it apply to my business?
The Personal Data Protection Act (PDPA) is Thailand's data privacy law, comparable to GDPR. It applies to any organisation collecting, using, or disclosing personal data of individuals in Thailand. This includes customer details, employee records, CCTV footage, and hotel guest data. Obligations include obtaining consent, providing privacy notices, and implementing security measures. Penalties are severe: administrative fines up to THB 5 million, criminal penalties including imprisonment, and civil liability.
What licences does my business need to operate legally in Thailand?
It depends entirely on your business activity. Beyond the company registration certificate from the DBD, common licences include: restaurant/food establishment licences, liquor licences, hotel licences, tourism licences, direct marketing licences, import/export licences, and Foreign Business Licences for foreign-majority-owned companies. On Koh Samui and Koh Phangan, local municipal offices (Thesaban) also impose location-specific requirements. Operating without the correct licences can result in fines, business closure, and criminal penalties for directors.
What should a commercial lease agreement include?
Key provisions include: lease term and renewal options (leases over 3 years must be registered at the Land Office), rent escalation, permitted use, maintenance responsibilities, and subletting rights. On Koh Samui and Koh Phangan, we also verify the landlord's legal authority to lease the property and check for encumbrances to prevent situations where a tenant invests in fit-out but cannot gain clear possession.
What tax obligations does my operating business have?
Beyond 20% Corporate Income Tax (with SME rates), businesses face: 7% VAT (mandatory after THB 1.8M annual revenue), Withholding Tax on payments (1–5%), Social Security contributions (5% from employer/employee, capped at THB 750), and Personal Income Tax for staff. Repatriating profits via dividends incurs a 10% withholding tax, which may be reduced under Double Taxation Agreements.