Thailand Distribution Center vs Warehouse Company: Structure and Licences

A distribution center is a function, not a company form

The word “company” in the search phrase can describe two different decisions. One is the Thai legal vehicle that signs contracts, employs warehouse staff, holds a lease, and invoices customers. The other is the operation conducted at the premises. Thailand does not create a separate corporate form called a distribution-center company simply because a business uses that label.

For licensing, the activity matters. DIT’s warehouse licensing FAQ describes the regulated operation around receiving custody or keeping goods, and related service, for remuneration in the ordinary course of trade. The Warehouse, Silo and Cold Storage Act B.E. 2558 (2015) treats the warehouse licence as an operating permission; section 18 requires an eligible juristic person with the relevant objective to be licensed by the Director-General of the Department of Internal Trade (DIT). The government service portal also lists the entity types it accepts under the current procedure. A DBD company registration certificate proves incorporation; it does not prove that a warehouse activity is licensed.

For investment promotion, “Distribution Center” is also a BOI activity name. That status is decided against the project conditions in the Board of Investment’s guide. It does not replace a DIT permit when the operating facts trigger warehouse-business controls, and it does not make the site itself a Thai entity. Keep those decision tracks separate from the start.

Use the contract to identify the Thai operator

The most useful first screen is a contract-control test. Read the customer agreement and ask five concrete questions: who promises safekeeping; who accepts loss or damage risk while goods are stored; who charges the customer; who controls the stock ledger and release instruction; and who has possession of the warehouse site? No single answer settles every licence, but the answers reveal which entity is actually operating the service. This five-part role test is a faster starting point than comparing company names.

A licensed warehouse operator that wants to rent out part of its own warehouse faces a specific DIT procedure. The Department’s published guide calls for prior approval and sets conditions for the part rented, including separate space of at least 200 square metres, a general ceiling of 50 percent of total warehouse area, and a lease term of no more than one year, subject to stated exceptions and the Director-General’s discretion. This procedure concerns a licensed operator letting out part of its warehouse; it should not be applied automatically to an ordinary property owner leasing an entire building to a separate operator. Review the DIT partial-warehouse leasing procedure against the proposed sublease.

A landlord can own a logistics building while a separate company runs the warehouse; a distributor can own the goods while a 3PL stores them. That separation is workable only if documents match actual conduct. Start by testing the party that accepts custody and invoices the storage fee against the DIT licensing scope. If the lease says “space only” but the landlord’s staff receive, count, store, and dispatch customer goods for a fee, the label in the lease will not settle the DIT analysis.

When the DIT warehouse licence is in scope

Under DIT’s current public guidance, a warehouse operator generally needs both an eligible legal applicant and a warehouse that meets the prescribed physical criteria. DIT’s warehouse qualification FAQ states a minimum of THB 5 million paid-up capital and accepts a warehouse owned by the applicant or rented by it. The FAQ also describes a separate, substantial building: secure structure and doors, concrete floor, space set apart from other business, convenient access, and adequate fire protection. A lease alone does not prove the premises meet those requirements.

There is an applicant-form discrepancy worth resolving before filing. The current Government Service Portal describes section 18 and the committee announcement as permitting a limited partnership, company limited, public company limited, or cooperative, each with the relevant objective and DIT licence. A DIT FAQ page, referring to the 1992 Ministry notification, says a warehouse business may be run by a limited or public company and says a partnership cannot. Since the live guidance is not perfectly aligned, get DIT confirmation for the proposed entity type before registering or amending objectives.

The service page’s document list includes entity evidence, the warehouseman or authorized representative, warehouse receipt and warrant forms, proof of site ownership or possession, capacity and floor-load evidence, a site map, and capital evidence. The DIT Act also requires a warehouse receipt when goods are deposited and makes the warrant available on request; the documents must be registered and traceable. Licensed operators must also inspect stored goods at least twice each year and submit an annual report with the prior-year financial statements within 150 days after year-end. These are ongoing operating duties, not decorative application attachments. See the Warehouse, Silo and Cold Storage Act B.E. 2558 and Government Service Portal procedure for the current statutory and process references.

Separate DIT licensing from BOI promotion

DIT licensing asks whether the entity operates a covered warehouse business. BOI promotion asks whether the project qualifies under a particular investment activity. A distribution center can face both tests; passing one does not answer the other.

The BOI Investment Promotion Guide 2026 labels activity 10.11.3 as “Distribution Center” and lists the paid-up capital and computerized-storage gates. Keep that BOI project file separate from the DIT operating-licence file. If the business plan includes customer-held goods, foreign sales, or services beyond storage, reconcile the contract and revenue model to the BOI activity description before applying.

Add foreign-business, customs, and site approvals

Foreign ownership is another independent screen. Shareholding percentages, voting or control rights, and the exact paid service may determine whether the Foreign Business Act applies. A warehouse lease, a storage service, distribution management, and wholesale or retail sales should not be combined into one vague “logistics” description and assumed to have the same foreign-business treatment.

Use the current Department of Business Development (DBD) rules and its e-Foreign Business service to classify each activity and identify whether an FBL, Foreign Business Certificate, or other route is needed before it starts. DBD’s law portal now lists 2026 amendments and ministerial rules, so old summaries can be out of date. A BOI certificate may support a foreign business certificate for the promoted scope, but it does not grant a blanket right to carry on every other service in the same company.

Customs status is separate again. If the project needs customs-duty suspension while imported goods remain in Thailand, a bonded warehouse is a Customs-controlled facility, not simply a building with a WMS. Customs Act section 112 requires a licence to establish a bonded warehouse; an ordinary DIT warehouse permit does not create that status. The Thai Customs section 112 page is the starting point for that route.

Finally, prove that the chosen site can legally and practically host the operation. Review the lease or title, permitted land use, building use, fire-safety arrangements, access for vehicles, and any product-specific conditions for food, pharmaceuticals, hazardous goods, or temperature-controlled storage. A DIT licence, BOI certificate, and Customs approval each cover a defined regulatory question; none is a general construction or land-use approval. A bonded warehouse is a separate Customs-controlled facility , even where the same company also holds a DIT warehouse licence.

Build a contract-to-licence evidence file

Before filing, make a single reconciliation sheet for each promised service. It should be possible to follow one consignment from contract to inventory record, fee invoice, site, and release instruction. A mismatch—such as a landlord invoicing storage while the tenant is shown as the licensed custodian—should be resolved in the contract and operational design, not explained away in the application.

This five-control reconciliation is the practical decision tool for the phrase “distribution center vs warehouse company”: it tests the evidence a regulator and a customer can actually see, instead of relying on the business name. For general formation steps, use the Thailand company registration page; then compare the legal vehicle with the separate operating permit. The published overview of how company incorporation differs from operating licences explains why registration alone does not authorize a regulated activity.

At minimum, assemble: proposed company objectives and shareholder/control chart; customer and landlord contracts; a flow diagram for goods and invoices; warehouse layout and site-right evidence; sample warehouse receipts and release records; capital evidence; BOI project assumptions; the foreign-business activity description; and any Customs, fire, building, product, or local approvals. Ask the authority about the specific unresolved point in writing and keep its answer with the version of the business model it reviewed.

Choose the operator before the building

Choose the company from the service model, then select the premises that satisfy that model. If a Thai entity accepts customer goods for paid storage or related handling, treat DIT warehouse licensing as a pre-operation gate and check capital, applicant type, site standards, receipt controls, and licence term. If it only leases space, document the real allocation of staff, custody, invoices, and inventory control, then confirm any DIT boundary before assuming that the arrangement is outside the licence regime.

If the project also seeks BOI promotion, foreign ownership rights, or customs-duty suspension, add those as independent approval gates and match each one to the same company, site, service, and cargo flow. Do not sign a long-term warehouse lease or advertise a BOI “distribution center” until the operator, licence route, and site use have been confirmed.