Panwa Accounting and Auditing - Thailand ,
Bangkok and Phuket

Regional Operating Headquarter (ROH) in Thailand

(Previlages - tax incentive for ROH, click here)

Application documents:

1. A copy of a certificate or evidence of juristic person status containing particulars of the name, capital, objects, place of business, list of directors and authorized signatories of the juristic person.
2. A letter of appointment of a representative issued by the authorized signatory of the juristic person applicant as appointer of the agent in charge of the operations in Thailand on behalf of the juristic person.
3. A copy of the appointed representative’s passport, identification document for foreigners or identification card.
4. A copy of the appointed representative’s house register, certificate of residence in the Kingdom or evidence of permission to enter the Kingdom for a temporary stay under immigration laws.
5. A declaration by the applicant certifying that the applicant, directors, managers or appointed representative satisfy the qualifications and do not possess a prohibited characteristic under section 16 of the Foreign Business Act, B.E. 2542 (1999)
6. * A declaration of details of the type of business for which a license application is made.
7. A map indicating the approximate location of the place of business operation in Thailand.
8. A power of attorney in the case where another person has been authorized to act on the applicant’s behalf.
9. Other evidence or documents (if available), such as:

9.1 Confirmation from the head office of the salary and other remuneration of
the person in charge of the operations in Thailand.
9.2 The head office’s annual report.
9.3 List of branch offices of subsidiary companies situated in the same region,
which should also specify the proportions of shareholdings or nature of
relationship that constitutes the company as a subsidiary.

Procedure and Timline

Fee Rates:

1. Application fee : 2000 baht.
2. License :          - natural person : 20,000 baht;
   - juristic person : five baht for every thousand baht of the registered capital subject to a minimum fee of 20,000 baht and a maximum fee of 250,000 baht; the amount in excess of one thousand baht shall be deemed as equivalent to one thousand baht.
3. Application to inspect or make copies of documents: 200 baht per application.
4. Application for the registrar to make copies or photocopies of documents and
   affix a certification: 100 baht per page.
5. Application for a certification of the contents deposited by the registrar

*The declaration stating details of the type of business for which the license application is made shall contain the following items:

1.   The type of business for which the application is made, including the stages of
operations.
2.   An estimate of the expenditure as regards the amount of funds which the
applicant will expend in Thailand for the acquisition of fixed assets and for the
operational expenses of the business in each year over a period of three years
or over the actual period of business operation in the case where the business
was operated for less than three years.
3. The size of workforce in Thailand employed by the applicant.
4. A plan for the import of foreign technology and the transfer of technology.
5. The overall benefit to the economy which Thailand is expected to receive from the business operation.

Scope of  business of a regional office:

1. Coordination and supervision of operations of branch offices or subsidiary companies situated in the same region on behalf of the head office.
2. Consultation and management services.
3. Personnel training and development.
4. Financial management.
5. Control of marketing and sales promotion planning.
6. Product development.
7. Research and development services.

General criteria:

1. There must be a branch office or subsidiary company situated in the same region.
2. The office must not derived any revenue from its services.
3. The office cannot accept purchase orders, make sales offers or engage in business negotiation with any person.
4. The office must receive subsidies for office expenses from the head office only.
5. The office is not be liable for corporate income tax under the Tax Code except for interest accrued from deposits of the remainder of sums received from the head office which must be assessed for corporate income tax liability.

Mandatory conditions:
Licensee must comply with the 2 following conditions (Except in the case where licensee is the contractor of government agencies/state enterprises)

1. Loans from banks or other financial institutions which are incidental to a licensee’s business operations can be made to an amount not exceeding the proportion of one part capital/remitted foreign currencies to seven parts loan
2. At least one director/representative who is in charge of the operation of permitted business shall be domiciled in Thailand

Place of application for a license:

1. In Bangkok, an application may be submitted at the Department of Business Development, Ministry of Commerce.
2. In other provinces, an application may be submitted at the Provincial Office of Business Development.

Warning:

1. The applicant must completely fill in the application form in print, which must also be signed by the applicant or by an appointee in the case where another person was authorized by a power of attorney to act on his/her behalf.
2. In the case where a power of attorney was executed in a foreign country, such power of attorney must be notarized by an official or by a person who has been prescribed with the powers of notarization by the laws of such country, or by an authorized official of the Royal Thai Embassy or Royal Thai Consulate stationed in such country at a time not exceeding six months prior to the date of submission of application.
3. In the case where the power of attorney was executed in Thailand and the appointer does not have residence in Thailand, a copy or photocopy of the passport or certificate of temporary residence, or other evidence showing that at the time of the power of attorney such person had truly entered into Thailand, must be submitted.
4. In the case where the evidence or documents in support of the application have been signed in a foreign country, the applicant must provide for the certification of such signatures as required in (2)
5. If the evidence or documents submitted in support of the application are in a foreign language, their translations in Thai must be provided. The applicant and the translator must affix their signatures to certify the correctness of the translations.

Tax Incentive for REGIONAL OPERATING HEADQUARTERS (ROH)

1.  ROH CONCEPT

       1.1   Regional Operating Headquarters (ROHs) refers to as a locally incorporated company which carries on business in Thailand and provides qualifying services to its associated enterprises or branches.

       1.2  The qualifying services provided by the ROH are as follows:

                 (a)   management and administrative services;

                 (b)   technical services;

                 (c)   other supporting services in respect of;

                          *  general administration, business planning and coordination,

                          *  procurement of raw materials and components,

                          *  research and development,

                          *  technical support,

                          *  marketing control and sales promotion planning,

                          *  training and personnel management,

                          *  corporate financial advisory services,

                          *  economic or investment research and analysis,

                          *  credit control and administration,

                          *  any other activities prescribed by the Director General.

       1.3  Associated enterprises means two or more companies related to one another in any of the following manners:

                 (a)  Shareholding basis 
i) ROH holds at least 25 percent of that company's issued capital; or
ii) The company holds at least 25 percent of ROH's issued capital; or
iii) The company holds at least 25 percent of ROH and other company's issued capital. In this case, ROH and the other company are regarded as associated enterprises.

                 (b)  Control basis 
i) ROH has control over that company; or
ii) The company has control over ROH; or
iii) The company has control over ROH and the other company. In this case, ROH and the other company are regarded as associated enterprises.

      
2.  QUALIFYING CRITERIA
In order for an ROH to be eligible for the tax benefits, it must fulfil the following conditions:

       2.1  an ROH must be a juristic company or partnership incorporated under the law of Thailand;

       2.2  the paid up capital of the company on the last day of accounting period should be a minimum of 10 million Baht;

       2.3  the company should serve associated enterprises or branches situated in at least 3 other countries excluding Thailand;

       2.4  income received from rendering services to its associated enterprises or branches outside Thailand must not be less that 50% of total income (except during the first 3 years, 1/3 of total income is allowed as the minimum income received from its associated enterprises or branches outside Thailand);

       2.5  the company must submit the notification to the Revenue Department; and

       2.6  other criteria as prescribed by the Revenue Department.

3. AMENDMENTS ON REGULATIONS AND PRIVILEGES OF REGIONAL OPERATING HEADQUARTERS (ROHs) BUSINESSES

3.1 Amendment of Conditions

3.2 Amendment of Privileges

Remark : The revised regulations are effective from November 15,2010.

4. REQUIREMENT FOR BOI PROMOTION

(a)  Foreign Company  
A foreign company, if not yet promoted as an ROH business by the BOI, can submit an application for promotion to the BOI. Notification of ROH establishment to the Revenue Department should be submitted after the ROH is promoted by the BOI. An ROH which is a foreign company is also required to obtain a foreign business certificate from the Ministry of Commerce.

The ROH, which has been granted BOI promotion, has to examine the approved scope of ROHs services.  If the scope of services does not include the current or future ROH business activities, an application for BOI project amendment should be submitted to the BOI.

In the case of a non-BOI company, a foreign business license from the Ministry of Commerce must be obtained.

(b)  Thai Company  
An application for BOI promotion is not required