Partnerships in Thailand
Thai law offers three partnership forms — ordinary, registered ordinary, and limited. They suit specific ventures, but the form you choose decides who carries the liability and how the Foreign Business Act treats your investment. We help you pick correctly before you register.
Three forms of partnership, three very different outcomes.
A partnership is two or more people agreeing to run a business together and share the profits. The Thai Civil and Commercial Code recognises three forms, and the difference between them comes down to two things: whether the partnership is a separate legal person, and how far each partner is on the hook for its debts.
Partnerships suit specific cases — professional ventures and Thai-led structures, in particular. Most foreign-owned trading businesses still prefer a private limited company for its limited liability and clearer route to full foreign ownership. We confirm the right vehicle before anything is filed.
The three forms
- Unregistered ordinary partnership. Not a juristic person. It is taxed through the partners as individuals, and every partner is jointly and unlimitedly liable for the partnership's debts.
- Registered ordinary partnership. A juristic person — a separate legal entity that is taxed like a company. The partners still remain jointly and unlimitedly liable, but the partnership itself can contract, sue, and be sued in its own name.
- Limited partnership. Must be registered. It has at least one unlimited (managing) partner plus one or more limited partners whose liability is capped at the capital they contribute. This is the form that lets passive investors join without exposing their personal assets.
The foreign-partner caveat
This is the planning point that matters most for foreign clients. Under the Foreign Business Act, a partnership is treated as foreign if either of these is true:
- the managing partner is a foreigner, or
- foreigners hold 50% or more of the capital.
So to stay Thai for FBA purposes — and avoid needing a Foreign Business License for a restricted activity — a foreigner must not be the managing partner and must invest less than 50% of the capital. Both conditions have to hold. We map this out before structuring so the partnership doesn't trip the foreign test by accident.
How a partnership is taxed
- An unregistered ordinary partnership is taxed through its partners as individuals.
- A registered ordinary partnership and a limited partnership are juristic persons, taxed like a company under corporate income tax.
Specific rates and any reliefs depend on the partnership's profile, so we confirm the position case-by-case alongside our accounting and tax team.
How we set it up
Structure call
We confirm the activity, who manages, the capital split, and the Foreign Business Act position — then choose the right partnership form, or recommend a company instead.
Drafting the agreement
The partnership agreement is drafted in Thai and English — partners, capital contributions, management, profit shares, and exit terms.
Registration with the DBD
For a registered ordinary or limited partnership, we register at the district level with the Department of Business Development and obtain the registration certificate.
Post-registration
Tax ID, VAT and Social Security registration where applicable, and ongoing corporate and accounting support.
Frequently asked
What are the three forms of partnership in Thailand?
The Civil and Commercial Code recognises three: an unregistered ordinary partnership (not a juristic person, taxed as individuals, all partners jointly and unlimitedly liable); a registered ordinary partnership (a juristic person taxed as a company, but partners remain jointly and unlimitedly liable); and a limited partnership (at least one unlimited managing partner plus one or more limited partners whose liability is capped at their capital contribution).
When is a partnership treated as foreign?
Under the Foreign Business Act, a partnership is treated as foreign if the managing partner is a foreigner, or if foreigners hold 50% or more of the capital. To stay Thai for FBA purposes, the managing partner must be Thai and foreign investment must be under 50% — otherwise a Foreign Business License is required for restricted activities.
How is a partnership taxed?
An unregistered ordinary partnership is taxed through the partners as individuals. A registered ordinary partnership and a limited partnership are juristic persons taxed like a company, under corporate income tax.
Should I choose a partnership or a limited company?
A partnership suits specific cases — professional ventures and Thai-led structures, in particular. Most foreign-owned trading businesses still prefer a private limited company for its limited liability and clearer route to full foreign ownership. We confirm the right vehicle case-by-case.
This is general information, not legal advice — confirm the specifics for your situation with our team.
Speak with our team
Tell us who's involved and what you'll be doing — we'll confirm whether a partnership or a company fits, usually within one business day.
WhatsApp +66 95 332 2447 Send an Enquiry Call +66 2 026 0600Reviewed by the Khonsu Legal team · 1 July 2026
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