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Setting up Regional Operating Headquarters in Thailand 設立泰國區域運營總部須知

In order to encourage foreigners to invest in Thailand, Thai government provide variety of benefits for investors to set up regional headquarters in Thailand, with “qualifying services” for branches or associated companies located inside or outside of Thailand, so called operating headquarters (“ROH”).

為了鼓勵外國人投資泰國,泰國政府針對在泰國設立地區總部的投資者提供優惠,為位於泰國境內外的分支機構或附屬公司提供“符合合格的服務”,為區域運營總部 (“ROH”)。

The qualifying service includes:


Ø Organizational administration and management business planning;


Ø Sourcing of raw materials, parts and finished products;


Ø Research and development activities;


Ø Technical support;


Ø Marketing and sales promotion;


Ø Regional human resources training and development;


Ø Business advisory services (financial management, marketing, accounting etc.);


Ø Investment feasibility studies and economic and investment analysis;


Ø Credit management and control;


Ø Other services shall be as approved by the Board of Investment on a case by case basis.


The definition of associated companies is:


1. Shareholding basis:


Ø The ROH holds at least 25 percent of that company’s issued capital; or;


Ø The company holds at least 25 percent of the ROH’s issued capital; or


Ø The company holds at least 25 percent of the ROH’s and other company’s issued capital. In this case, the ROH and the other company are regarded as associated enter­prises.

公司至少持有 ROH 和其他公司已發行資本的 25%。在這種情況下,ROH 和其他公司被視為附屬公司。

2. Control basis:


Ø The ROH has control over that company; or


Ø The company has control over the ROH; or


Ø The company, for example a holding company, has control over the ROH and the other companies. If so, the ROH and the other company are regarded as associated companies.

公司,例如一家控股公司,控制著 ROH 和另一家公司。如果是,ROH 和其他公司被視為附屬公司。

Following are requirements for setting up a ROH:


1. The paid-up capital at the end of each accounting period must be at least 10 million baht.


2. Provide services to associated companies abroad:


Ø At least one country, in the 1st and 2nd accounting period;


Ø At least two countries, in the 3rd and 4th accounting period;


Ø At least three countries, from the 5th accounting period onwards.


3. Total business spending per year is at least 15 million baht. The business spending is total operational costs which are paid to individuals or companies in Thailand, but excluding operating expense paid overseas, royalties and know-how fees, raw materials, components and packaging; or the total investment spending paid (actual payment) per year in Thailand is at least 30 million baht.


4. Foreign associated companies must have management and employees working and have actual business operation.


5. Maintain skilled staff of at least 75% of total employees by the end of the 3rd accounting period.

到第三個會計期末,有技術的員工至少佔員工總數的 75%。

6. Average pay for one worker of at least 2.5M THB per annum for at least five employees by the end of the 3rd accounting period.

到第三個會計期結束時,至少有五名員工的一名工人的平均年薪至少為 250 萬泰銖。

Which companies can operate as Regional Operating Offices?


Companies that can operate as an office are:


1. A company registered under Thai law which is already doing business in general and intends to operate in the form of a Regional Operating Office.


2. A company newly established under Thai law to operate exclusively as a Regional Operating Office.


Following is incentives of setting up a ROH:


1. Reductions/exemptions on Corporate Income Tax:


Ø Business income – ROH will be taxed at the reduced corporate rate of 10% on income derived from the provision of qualifying services to the ROH’s associated companies or branches.

業務收入 –ROH 將對向 ROH 的附屬公司或分支機構提供符合合格的服務所產生的收入依 10% 的降低公司稅率徵稅。

Ø Royalties – Royalties received from associated companies or branches arising from Research and Development (R&D) work carried out in Thailand will be subject to tax at a reduced corporate rate of 10%. This benefit is extended to include Royalties received from a third-party providing services to the ROH’s branches or associated companies using the ROH’s R&D.

特許權使用費—從附屬公司或分支機構收到的因在泰國開展的研發 (R&D) 工作而產生的特許權使用費將按 10% 的降低公司稅率徵稅。該利益擴展到包括從使用 ROH 的研發向 ROH 的分支機構或附屬公司提供服務的第三方收到的特許權使用費。

Ø Interest – Interest income derived from associated companies or branches on loans made by an ROH and extended to its associated companies or branches will be subject to tax at a reduced corporate rate of 10%.

利息—附屬公司或分支機構從 ROH 提供的貸款中獲得併延伸至其附屬公司或分支機構的利息收入將按 10% 的降低公司稅率徵稅。

Ø Dividends – Dividends received by an ROH from associated companies will be exempt from tax. Dividends paid to companies incorporated outside of Thailand and which does not carry on business in Thailand will be exempt from tax.



2. Accelerated Depreciation Allowances


25% of asset value is allowed as an initial allowance and the remaining can be deducted for over 20 years for the purchase or acquisition of buildings used in carrying out the operations of the ROH.

資產價值的 25% 可作為初始免稅額,剩餘部分可扣除 20 年以上,用於購買或收購用於開展ROH運營的建築物。

3. Expatriates


Ø An expatriate who is assigned by the ROH to work outside of Thailand is exempt from personal income tax in Thailand for services outside of Thailand. However, the said income must not be borne by the ROH or its associated company in Thailand.


Ø An expatriate who works for an ROH may choose to be subject to withholding tax at the rate of 15% for up to 4 years. By doing so, the expatriate is allowed to omit such income in the calculation of their annual personal income tax liability.

為 ROH 工作的外籍人士可以選擇按 15% 的稅率繳納預扣稅,期限最長為 4 年。這樣做外籍人士可以在計算其年度個人所得稅負債時忽略此類收入。

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