Foreign Company Branch Office in Thailand: Registration and FBL Requirements

Classify the branch’s activities before requesting permission

The overseas company is a “foreigner” under section 4 of the Foreign Business Act because it is not registered in Thailand. Appointing a Thai manager does not change that status. Write the proposed Thai activities as actual deliverables, with the customer, place of performance, contracting party and payment flow for each. “Regional office” or “project support” is too vague to classify.

These distinctions follow sections 8 and 15 . A Foreign Business Certificate (FBC) is a different instrument: qualifying treaty rights are handled under section 11, while section 12 addresses qualifying investment-promotion or industrial-estate rights. Prove the particular entitlement and its scope before choosing the certificate route; a foreign parent’s existing overseas licence is not an FBC.

Check the current exclusions before classifying service work. The Ministry of Commerce’s September 2026 explanation of service exclusions confirms further changes in 2026. Group support is not automatically exempt merely because the recipient is affiliated. Match the precise service and relationship conditions, then retain the relevant rule with the analysis. Permission must cover what the branch will actually deliver.

Make the foreign parent and branch manager provable

The Thailand Board of Investment’s branch guidance explains that a branch is part of its parent, which retains liability for its contracts and tortious acts, and that the head office must appoint at least one branch manager. Obtain parent approval that identifies the Thai operation and gives an identifiable person authority to act. Distinguish authority to manage from authority to delegate filings or operate a bank account.

If the parent needs a separate local contracting entity, resolve the liability choice between a subsidiary and a branch before ordering branch documents. The ordinary company registration process in Thailand concerns formation of a Thai entity; a branch uses its existing foreign legal personality and the registrations applicable to that presence.

The government’s List Three checklist for a company registered overseas includes parent-status evidence, representative appointment and identity evidence, a qualifications declaration, business details, a location map and three years of head-office financial statements with Thai translations. Existing Thai operations may trigger additional historical records. These are application-specific requirements, rather than a checklist for forming a Thai private company.

For this licence process, overseas-made or overseas-signed evidence requires the prescribed certification within six months before filing; foreign-language evidence requires Thai translation with the specified applicant and translator certification. Arrange the accepted certification route before signing abroad. A valid authority chain matters more than collecting unrelated group documents. The same parent name and authorised person should remain traceable from the registry record to the Thai request.

Submit through the DBD route that matches the activity

DBD’s current online-services directory lists e-Foreign Business for licences and certificates separately from e-foreign for foreign-juristic-person identification. Use the route you have established, rather than starting a Thai-company incorporation application in DBD Biz Regist. Keep the overseas company as the legal applicant throughout.

When a List Three FBL is required

1. Establish the authorised user account. DBD’s e-Foreign Business access instructions describe sign-up, identity verification through an offered channel and email activation within 30 days. Complete those access steps before scheduling submission.
2. Prepare the current section 17 request, Form ต.2, through e-Foreign Business . The form distinguishes the foreign applicant, Thai head-office location, branch locations where relevant, responsible people and business requested. Use the live form and attach the supporting evidence.
3. Have the applicant or properly appointed attorney sign in the required capacity. Save the submitted version and application reference, then answer document queries against that version so corrections remain traceable.
4. Follow the payment instruction after application checking. Save the receipt; it establishes payment, not permission. After approval, follow the licence-payment instruction and download the issued licence.

DBD’s official licence process diagram shows the review, payment and licence-download sequence and the 60-day consideration period. That period is not an end-to-end opening guarantee. Certification, translation, corrections and other registrations sit outside a simple processing estimate. If a request is returned, first correct the underlying authority or business evidence, then update every affected field and attachment. Do not submit a second inconsistent scope to bypass the query.

When no FBL is required for an unlisted activity

Use the separate foreign-juristic-person identification process. The DBD identification notification for unlisted businesses governs that route; DBD’s published explanation describes an electronic application and an issued 13-digit identification certificate. Preserve the accepted particulars and the certificate. This is identification of a company formed abroad, not incorporation of a new Thai company and not approval to add restricted services later.

For an FBC route, submit the entitlement evidence required for the relevant treaty or promoted activity and preserve the issued certificate and conditions. An application reference is not an operating licence . Before promising delivery, read the final instrument against the actual service, customer and location, rather than relying on an “approved” message alone.

Fund the branch against its own capital requirement

The 2019 minimum-capital regulation sets a THB 2 million baseline under section 14’s first paragraph. For a business requiring permission under the second paragraph, minimum capital is at least 25% of average annual estimated expenditure over three years, with a THB 3 million floor for each business. The expenditure definition includes fixed assets as well as operating expenditure. Calculate the correct route before instructing a transfer.

For example, estimated expenditure of THB 18 million across three years averages THB 6 million annually; 25% is THB 1.5 million, so the THB 3 million floor controls for that licensed business. This is an illustrative calculation, not a finding that every branch needs only THB 3 million. Minimum capital is business funding , rather than a government registration charge or the foreign parent’s entire worldwide capital.

For the ordinary non-treaty remittance schedule, the regulation requires at least 25% within three months, 50% in total within one year, and at least a further 25% annually until complete within three years. A business lasting less than three years has a six-month completion rule. Evidence must be submitted to DBD within 15 days of remittance, with the prescribed baht conversion. Treaty cases have separate provisions. Put the applicable dates and retained bank evidence into the branch calendar.

Complete tax and accounting setup alongside permission

The Revenue Department’s foreign-company tax-registration guidance specifies Form Lor Por 10.3 and submission to the Area Revenue Office within 60 days of registration or operation. Its English page contains historical tax-rate material, so use the registration instruction for this narrow purpose. Bring the parent, Thai address and authority evidence, and reconcile the DBD identifier with the Revenue Department record instead of assuming an FBL number is a taxpayer number.

VAT is a separate registration. The Revenue Department’s VAT guidance identifies the THB 1.8 million annual taxable-turnover threshold and relevant exemptions. Have the accountant establish the activity’s treatment and registration deadline; obtaining a branch number does not make the branch VAT-registered. Keep the VAT evidence, when required, with the invoicing setup.

Assign an accountant before the first expense or customer transaction. DBD’s annual financial-statement filing manual covers foreign juristic persons: audited statements are filed within five months of the accounting close. Set up DBD e-Filing access and an evidence calendar. Parent reporting alone does not complete the Thai filing duty. Separately record the sector approvals and employment permissions that the actual operation requires; an FBL does not resolve them.

Reconcile the branch launch file by activity

Create one row for every distinct deliverable in the proposed Thai contract and give it a short reference, such as A1 or A2. Attach the following records to that reference. This working register is a planning tool: it turns separate official outputs into a test of whether a specific activity can be released, without treating one certificate as proof of everything.

The register is useful when a contract bundles work. A sale and an installation service should receive separate entries even when the customer signs one agreement. If the sale’s analysis is complete but installation lacks its legal basis, the sale entry cannot be used to mark the whole contract cleared. Split the scope or obtain the missing permission before committing to the unsupported work.

Keep the register dated and assign a named owner to each unresolved item. Retain the underlying submitted documents, correction notices, payment receipts and issued instruments together. A changed manager, address or service description should trigger a comparison with the existing records, so the branch does not keep using a file describing an earlier operation.

Release only the branch activities supported by the file

Proceed with the branch when the parent accepts the direct exposure, the manager has documented authority and each intended activity has a supported foreign-business route. Prioritise the activity analysis and overseas authority documents, then obtain the applicable DBD output and complete the tax and operational records required for that work.

Treat a missing permission, conflicting applicant identity or unsupported addition to the contract as a reason to hold the affected activity. A paid application, a 13-digit number and a bank account each answer a different question. Release the work only when the register points to evidence supporting the actual delivery commitment.