A company in Thailand without in-house counsel can generally cover its contracts, licensing and governance through an outside legal advisory retainer. This works when three things have a clear owner: contracts a Thai court will accept, the correct license under the Foreign Business Act and a calendar for renewals and filings. For startups and foreign-owned companies, the link between legal documents and operating records is where gaps often appear.
Key takeaways
- Thai contracts may be drafted in any language, but a Thai translation is generally needed to enforce them in a Thai court.
- Certain agreements need stamp duty paid to the Revenue Department to be admissible as evidence in court.
- Foreign-majority companies generally need a Foreign Business License, BOI promotion or US Treaty of Amity certification before running restricted activities.
- Trademark registration and IP assignment clauses in every employment contract should be in place before launch.
- Overseas companies with no Thai entity can hire through an employer of record. The provider then holds the employment contract as legal employer, while the client funds salary and statutory costs.
About the Author
This guide was prepared by Settlr Global's Business Operations team, led by Managing Director Gagan Ajmani, who has 15+ years of regional experience across Southeast Asia. Settlr Global, the operating arm of WOWS Global, reports 200+ companies incorporated and 300+ visas and work permits processed.
What does a legal advisory retainer cover for a company without in-house counsel?
A legal advisory retainer is an ongoing arrangement in which an outside team drafts, reviews and maintains a company's contracts, licenses and corporate records. It replaces the routine work an in-house lawyer would otherwise handle. A typical scope includes:
- Commercial contracts, reviewed clause by clause for liability, termination, governing law and IP terms
- Shareholder agreements and corporate structuring aligned with the registered Memorandum of Association
- Employment contracts and work rules under the Labour Protection Act11Civil and Commercial Code B.E. 2468 (1925)searchlaw.ocs.go.th1Civil and Commercial Code B.E. 2468 (1925)searchlaw.ocs.go.th
- Licenses and permits, including the Foreign Business License
- Corporate secretarial records: minute book, share register and statutory filings
- Dispute preparation, with Thai litigation counsel briefed when a matter escalates
Court representation generally sits with a licensed Thai litigator. The retainer covers the preparation and coordination around it. Settlr Global's legal advisory service, for example, covers this scope at a predictable monthly rate and coordinates with Thai litigation counsel on the client's behalf.
Before engaging any adviser, a founder should list every live contract, license and renewal date, because the scope follows from that list.
Which contracts need Thai-law attention?
The contracts that need the closest attention are the ones a company may one day have to enforce in Thailand. Thai courts apply formal requirements that a home-market template often ignores.
The Civil and Commercial Code generally allows contracts in any language.22Revenue Code, Chapter 6 Stamp Duty, Sections 103 to 129rd.go.th
2Revenue Code, Chapter 6 Stamp Duty, Sections 103 to 129rd.go.th
Many commercial contracts do not need registration with the Department of Business Development to be valid. Certain agreements need stamp duty paid to the Revenue Department shortly after signing to be admissible as evidence in court.33Land Code B.E. 2497 (1954)searchlaw.ocs.go.th
3Land Code B.E. 2497 (1954)searchlaw.ocs.go.th
| Contract | Thai-law point to check |
|---|---|
| Commercial and supply agreements | Governing law, prevailing language and whether stamp duty applies |
| Employment contract | Labour Protection Act1 terms, IP assignment and confidentiality |
| Shareholder agreement | Consistency with the MoA and articles filed with the DBD |
| Land and property | Section 86 of the Land Code4 generally limits foreign land ownership to treaty rights or ministerial permission |
Before signing, a company should confirm who pays stamp duty, which language version prevails and which court has jurisdiction.
Which business license in Thailand does a foreign-owned company need?
Licensing is the second half of the problem. For foreign-owned companies, it starts with the Foreign Business Act, which restricts certain activities for companies with majority foreign shareholding.
| Route | Basis | Typical fit |
|---|---|---|
| Foreign Business License | Approval under the Foreign Business Act for a restricted activity | Foreign-majority companies in restricted service sectors |
| BOI promotion | Board of Investment promotion for eligible activities | Companies in promoted sectors seeking incentives |
| US Treaty of Amity | Treaty certification for US-owned companies | American founders seeking majority or full ownership |
Ownership approval is separate from sector permits. A food business may also need an FDA license, and a manufacturer may need a factory license.
Operating a restricted business without a Foreign Business License can lead to criminal penalties under the Foreign Business Act,55Patent Act B.E. 2522 (1979), as amendedipthailand.go.th including imprisonment and fines. Thai-majority structures that rely on nominee shareholders carry their own legal risk under the same Act.
5Patent Act B.E. 2522 (1979), as amendedipthailand.go.th
The Act sets a statutory review period for license applications. Actual timing still depends on the committee and on how complete the file is, so no adviser can promise an approval date.
A company should settle its license route before company registration in Thailand. Changing the shareholding later generally means new filings with the DBD.
How should a startup protect intellectual property in Thailand?
Intellectual property is where contracts and licensing meet. A company owns what its contracts assign to it and what it has registered.
Thailand protects patents, trademarks, copyrights, trade secrets and geographical indications under national laws including the Patent Act66Trademark Act B.E. 2534 (1991)ipthailand.go.th and the Trademark Act.77World Intellectual Property Organization (WIPO) member countries and treaty informationwipo.int Practical protection generally involves four steps:
6Trademark Act B.E. 2534 (1991)ipthailand.go.th
7World Intellectual Property Organization (WIPO) member countries and treaty informationwipo.int
- File a trademark registration with the Department of Intellectual Property for brand names and logos before launch.
- Include IP assignment clauses in every employment contract and contractor agreement.
- Use confidentiality clauses to protect trade secrets, which are not registered.
- Check licensing agreements for territory, exclusivity and royalty terms, and confirm the withholding tax treatment with your accounting and tax team.
Legal services for startups often focus on fundraising documents first. A trademark search should come before any spend on branding.
How can a company run legal work without in-house counsel?
Without a lawyer on staff, the risk is that no one owns the record. The fix is a simple operating routine:
Step 1: Build a register listing each contract's counterparty, governing law and renewal date, plus every license and its expiry date.
Step 2: Set approval thresholds that define which contracts a founder signs alone and which go to outside review.
Step 3: Map statutory obligations into a monthly compliance calendar, with tax deadlines taken from the Thailand Tax Calendar 2026.
Step 4: Keep the minute book, share register and signed originals in one auditable record.
Step 5: Agree an escalation path to Thai litigation counsel before any dispute arises.
A company should review the register each quarter to catch expired licenses before an audit or transaction, when they are more difficult to remediate.
When does an employer of record reduce the legal work of hiring in Thailand?
Employment contracts carry the heaviest exposure for an overseas company without a Thai entity. An employer of record (EOR) moves the employment contract and statutory filings to the provider, while the client funds salary and statutory costs.
| Point | Employer of record | Own Thai entity |
|---|---|---|
| Legal employer | EOR provider | Your company |
| Payroll, tax and severance liability | Provider files as legal employer; the client funds salary and statutory costs | Your company |
| Local entity needed | No | Yes |
Settlr Global's employer of record Thailand service is available from 1 employee, starting from THB 8,999 per employee per month for a local hire and THB 10,999 for an expat hire, and the client still chooses hires and directs the work.
Foreign hires generally need a Non-B visa and a work permit through work permit and visa services, with approval resting with Thai authorities. The Destination Thailand Visa (DTV) is for remote workers and digital nomads only and does not permit employment with a Thai employer.
Frequently asked questions
Do contracts in Thailand have to be in Thai?
No. Contracts may be drafted in any language, but a Thai translation is generally needed for court enforcement, so you should state which version prevails.
Does every contract need stamp duty?
No. Only certain agreements are subject to stamp duty. If duty is due and unpaid, the contract may not be admissible as evidence in court.
Can a foreign company own 100% of a Thai company?
Often, yes, through BOI promotion, a Foreign Business License or Treaty of Amity certification for US companies, depending on the activity. Approval is subject to government review.
What happens if a company operates without a Foreign Business License?
The Foreign Business Act provides criminal penalties, including imprisonment and fines, for running a restricted business without one.
Who signs the employment contract under an EOR?
The EOR provider signs as the legal employer. You choose the hire, set the salary and direct the day-to-day work.
Can a legal advisory retainer replace in-house counsel?
For routine contracts, licensing and corporate secretarial work, it often can. Court disputes are generally handled by Thai litigation counsel.
About Settlr Global
Settlr Global is the operating arm of WOWS Global, a Singapore-incorporated corporate advisory and investment banking group, and provides a one-platform ecosystem for business operations in Thailand. It combines payroll, HR, legal, tax and incorporation support under a single team, so founders do not have to coordinate separate local agencies. The platform has processed payroll and compliance work for 200+ clients across 15+ countries, from early-stage startups to established multinational enterprises. Its Employer of Record service lets companies hire in Thailand in about two days, with or without a local entity.
To scope contract, license or trademark work for your Thailand company, get in touch with Settlr Global.
References
- Civil and Commercial Code B.E. 2468 (1925)searchlaw.ocs.go.th
- Revenue Code, Chapter 6 Stamp Duty, Sections 103 to 129rd.go.th
- Land Code B.E. 2497 (1954)searchlaw.ocs.go.th
- Foreign Business Act B.E. 2542 (1999), English translationboi.go.th
- Patent Act B.E. 2522 (1979), as amendedipthailand.go.th
- Trademark Act B.E. 2534 (1991)ipthailand.go.th
- World Intellectual Property Organization (WIPO) member countries and treaty informationwipo.int
