When doing business in Thailand, one of the first legal concepts foreign investors encounter is the juristic person. Whether establishing a local company, entering a joint venture, or forming a not-for-profit entity, understanding the legal status and implications of juristic persons under Thai law is crucial for structuring operations effectively and minimizing legal risk.

What Is a Juristic Person?

Under Thai law, a juristic person is a legal entity distinct from a natural person (individual). It has its own legal rights and obligations, and can own property, enter contracts, and be a party to legal proceedings. This concept provides the legal foundation for most forms of business and corporate activity in Thailand.

The legal framework for juristic persons is primarily set out in the Civil and Commercial Code (CCC), while certain entity types are governed by specific legislation, such as the Public Limited Companies Act B.E. 2535 (1992).

Common Forms of Juristic Persons for Investors

For foreign investors, the most relevant types of juristic persons include:

• Private Limited Company (Co., Ltd.)

  • The most popular vehicle for foreign-owned businesses.

  • Requires at least two shareholders.

  • Shareholder liability is limited to unpaid share capital.

  • Subject to corporate governance, accounting, and tax filing requirements.

  • Foreign ownership may be restricted under the Foreign Business Act B.E. 2542 (1999), depending on the business activity.

• Public Limited Company (PLC)

  • Used for larger-scale operations, especially when raising capital through public share offerings.

  • Requires at least 15 shareholders and a board of directors.

  • Heavily regulated, with detailed disclosure obligations.

• Limited Partnership and Registered Ordinary Partnership

  • May be appropriate for smaller ventures or local joint arrangements.

  • Liability of partners varies based on structure.

  • Requires registration to obtain juristic person status.

• Branches or Representative Offices

  • Foreign companies may establish a branch office or representative office under Thai law.

  • These are treated as juristic persons to the extent permitted by their licensing and registration.

  • Subject to capital requirements and limited scope of activities.

Legal Personality and Representation

Once registered, a juristic person in Thailand gains full legal personality, including the ability to:

• Own land and assets (with certain restrictions)

• Hire staff

• Enter into contracts

• File or defend lawsuits

• Comply with tax and accounting obligations

However, all legal acts must be conducted through authorized representatives, such as company directors or managers, whose powers are defined by the company’s articles of association and official registrations.