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[null,"Prepared By:","Contributors:"]
[null,"Tilleke & Gibbins"]
[]
[]
[]
["Social Enterprise Law Surveys"]
[]
["Report Generated: 11/19/2025"]
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["View your report results on next tab"]

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["Question","Thailand"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","Thailand\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?"," Generally, the most common types of for-profit organizations in Thailand are limited partnerships, private limited companies, and public limited companies. \n\n A limited partnership is a registered legal entity with rights that are separate from its partners. There are two types of partners in this kind of entity: \n\n \n\t A limited partner, whose liabilities are limited to their contributions; and \n\t A general partner, with joint and unlimited liability for all partnership obligations. \n \n\n A limited partnership must be registered, in order to establish itself as a separate legal entity. \n\n A private limited company is a registered legal entity that is considered a juristic person. Limited companies are formed by three or more persons subscribing their names to a memorandum, which seeks to make profits. A private limited company’s capital is split into equally valued shares, where shareholders’ liability is limited to the unpaid value on their own shares. \n\n A public limited company is a legal entity that is established to offer shares for sale to the public, with the objective of seeking profits. The liability of shareholders in a public limited company is limited to the amount payable on their shares. A public limited company is very similar to a private limited company, with the exception that it is governed by the Public Limited Company Act B.E. 2535 (1992) (PLCA), and it is established for the purpose of offering shares for sale to the public, rather than having private shareholders. \n\n a. Enterprises that seek financing from investors, and which have multiple owners, tend to form private limited companies and public limited companies. \n\n b. A Private Limited Company is the most common type of for-profit organization used by Social Enterprises. It is more flexible in terms of incorporation, timeframe, and modification of the permitted scope of objectives. \n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","Private Limited Company — According to Section 1144 of the Thai Civil and Commercial Code, a director of a private limited company is required to manage the company under the control of a general meeting of shareholders, and according to the regulations of the company. However, Thai laws do not provide specific requirements in respect to the types of interests, or the level of priority of such interests which the board of directors must consider in respect to decision making.\nPublic Limited Company—Similar to a private company limited, the board of directors of a public limited company is also required to manage the company under the control of a general meeting of the shareholders, and according to the regulations of the company. There are also no specific regulatory requirements in respect to the types of interests, or the level of priority of such interests which the board of directors must consider in decision making.\n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?","The Thai Social Enterprise Act B.E. 2562 (2019) (the “Act”) does not specify a particular legal structure for social businesses, but it does place restrictions and requirements in regard to the purpose of the business operations, business investments, and profit distribution.\n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?"," Yes, the Act also recognizes a Social Enterprise, which does not share profits with partners or shareholders (Nonprofit Social Enterprises). \n\n \n\t Nonprofit Social Enterprises are also entitled to tax exemptions under the Royal Decree on Tax Exemptions (No. 621). Please refer to our response in *Part  III. Tax for further information. \n\t The tax benefits in (a.) are only applicable to Nonprofit Social Enterprises. \n\t No, there is currently no form of “hybrid” Nonprofit entity that requires less reporting, and/or allows for faster formation. \n\t Due to tax benefits of entity and donor, and the purpose of the Nonprofits – which aims to put all the money it raises towards social support, rather than distributing its income to the organization's shareholders (or equivalent) as profit - make a Nonprofit organization the preferred option for Social Enterprises. There are several Nonprofits Social Enterprise especially for those aim to support local society. \n \n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms."," Yes, a cooperative, under the Cooperative Act B.E. 2542 (1999), is a registered group of persons who conduct affairs for collective socioeconomic interests on the basis of self-sufficiency. \n\n A cooperative has a separate legal identity from its members. It can therefore hold assets in its own name, and its members will not be personally liable for the debts and other obligations of the association, provided members comply with the laws and the articles of association of the cooperative. A cooperative may use its own funds to hire workers, enter into agreements, or purchase or rent property. The high-level benefits and restrictions in respect to using cooperatives are as follows: \n\n Benefits: \n\n \n\t Separate legal entity, with the liability of members limited to their share capital. \n\t Flexible governance arrangements. \n\t Exemption from certain government fees for immovable property transactions. \n\t Exemption from corporate income tax and certain stamp duties. \n\t Access to various funding such as the Cooperative Development Fund. \n \n\n Restrictions: \n\n \n\t Restrictions on distribution of profits. \n\t Requirement to comply with ongoing reporting requirements. \n \n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to."," The Act prescribes the duty for Social Enterprises to submit the following reports to the National Social Enterprise Office (the “Office”), in accordance with the criteria, methods, and conditions set by the Office: \n\n \n\t Annual report of the results of business operations; \n\t Audited financial report; and \n\t Report on the outcomes of the Social Enterprise operations. \n \n\n Officials are also authorized by the Act to investigate and assess the Social Enterprise’s operations, in order to ensure that it is operating in compliance with the requirements of the Act, including the requirement to operate in compliance to the stated purposes for social benefit, and the profit-sharing requirements. \n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","Since the Act is still at an early stage (came into effect in May 2019), we are not aware of any Supreme Court decisions which directly address Social Enterprises.\n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","There are no ESG requirements in general. Companies that are listed on the stock market are required to disclose information on each company’s business sustainability, corporate governance, and environmental and social footprint, including carbon emissions and human rights commitments. These requirements will start with listed companies whose fiscal year ends on December 31, 2021which will be required to disclose the ESG filing in 2022.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","No.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive).","No major investor classes are required to look at ESG issues.\nMany private funds and large institutional investors do consider ESG issues when making their investment decisions, and there has been a rise in impact funds that use ESG factors as part of an investment assessment process.\n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","Social Enterprises generally receive charitable investments and traditional investments. The type of funding typically varies based on the type of Enterprise that the Social Enterprise chooses. For example, Social Enterprises which are formed as Nonprofit receive more charitable investments, while Social Enterprises which are formed as for-profit corporations receive more traditional investments.\n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","For-profit impact investments have been increasing, and parties are becoming more familiar with them. An example of this is would be several Equity Funds which have been formed with the principle of selecting stocks to invest in, which must create/have a positive impact with respect to helping to change the world to facilitate sustainable development.\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","There is no special government funding that is specifically available to Social Enterprises. The Thai government plans to set up a revolving fund for promoting social enterprises. However, the fund will be financed by part of the profits which are generated by social enterprises.\n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","No.\n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.","Companies which are listed on the stock market are required to disclose information on each company’s business sustainability, corporate governance, and environmental and social footprint, including carbon emissions and human rights commitments, and file a report to the SEC.\nA Private Limited Company or a Nonprofit is not required to disclose ESG factors, although some choose to do so for marketing reasons.\n\n\n \n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","Impact bonds have become more prevalent at the public and state levels. The government is considering promoting the social finance system, in order to strengthen the public sector and community enterprises through funding social bonds (Social Impact Bond, Social Investment Bond), with the government sector guaranteeing the issuance of the bonds.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","There is no restriction on a donation.\nWith regard to foreign investment, a Private Limited Company and a Public Company Limited, which has 50% of its shares, or more, held by non-Thais (natural or juristic person) are subject to a foreign business license, which is very subjective and could be an obstacle for for-profit entities.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","Crowdfunding is legal, and this allows Small and Medium Enterprises (SMEs) and startups, as well as Social Enterprises, to solicit investment from the general public. These small businesses normally be in the early stages of setting up the business, with the aim of growing their business. However, it is not used as a tool by most successful enterprises due to the costs and restrictions (including a cap on the maximum investment amount).\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.).","Under the Royal Decree on Tax Exemption (No. 621), a business shall qualify for corporate income tax exemptions on its net profits if 100% of its profits are invested in the business, or used for the benefit of farmers, the poor, the disabled, the disadvantaged, or other common benefits as prescribed by the Minister of Finance.\nEffectively, a Not-for-profit Social Enterprise shall qualify to receive a corporate income tax exemption on its net profits, so long as it complies with the requirements as stipulated by the Director-General of the Revenue Department.\nThe tax benefits above will apply regardless of the finance/funding options, so long as the Social Enterprise remains compliant with the requirements under the Act, and it is not subject to revocation of the Social Enterprise license. However, as stated above, the corporate income tax exemption shall apply only to Not-for-profit Social Enterprises\n"]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?","Companies and juristic partnerships which donate money or property to a Social Enterprise can enjoy corporate income tax exemption of up to 2% of their net profit, provided the Social Enterprise meets all the required conditions, with the exception that the Social Enterprise can pay up to 30% of its profits in dividends, share of profits, or as a capital reduction. In considering the 2% cap, such donations to social enterprises must be included in aggregate with other qualified charitable donations.\n"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)","No.\n"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?","No.\n"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","No.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?","There is no specific support for a Social Enterprise. However, the Thai government offers several measures to help small businesses, and especially during the Covid-19 pandemic, such as loans with low interest, suspending principal and interest payments, and reducing the social security contribution rate in order to help small businesses grow and continue to operate.\n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","No. \n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.","The Social Enterprise Committee of the Social Enterprise Office Promotion is specifically responsible for overseeing Social Enterprises, as registered under the Act.\nThe qualified entity can be claimed as a Social Enterprise and obtain certification from (i) Thai Social Enterprise Promotion Board as per the Rules of the Office of the Prime Minister regarding National Social Enterprise Promotion B.E. 2554; and (ii) Community Development Department for a Social Enterprise which is established with respect to  Thailand National Policy.\n"]
["Is there a different bankruptcy system available for Social Enterprises?","No.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","Based on our discussion with the officer at the National Social Enterprise Office, the average time for filing generally takes between 2 weeks to 1 month, depending on the completion of the application and the supporting documents. At present, there are no filing fees for the registration of a Social Enterprise under the Act.\n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","In order to claim legal status and obtain certification as a Social Enterprise, a registration/certification, with \nOffice of Social Enterprise Promotion, must be obtained:\nTo be registered as a social enterprise, if it meets certain requirements as stipulated under the Social Enterprise Promotion Act and relevant subordinate legislation, including being previously established and operational for at least \none year as a juristic entity, such as a limited company, as per the details below. In order to qualify as a social enterprise, among the requirements, a business must also operate with the main purpose of addressing community, social, or environmental concerns, or any other purpose that benefits the public or society, and it must also allocate 70% of its business profits so that it can be used for such required purposes.\nThe qualifications must be fulfilled at all times, in order to maintain the status of a Social Enterprise.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","Yes, startups can easily form and flourish in Thailand. There are a number of types of Enterprises available to choose from, relatively few reporting requirements for private for-profit businesses, and incorporation processes are fast, cheap, and simple.\n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","Social Enterprises can be formed relatively easily if they want to organize as a for-profit enterprise, but they must go through a relatively lengthy application process if they want to form as a Non-profit (with foreign board members) and take advantage of the tax benefits.\nOne stringent issue that all Social Enterprises face is that they must first be set up for at least one year before they are eligible to register as a Social Enterprise. We have found that this is a significant obstacle and that Social Enterprises cannot easily flourish.\n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","A Private Limited Company and a Public Company Limited, which has 50% of its shares, or more, held by non-Thais (natural or juristic person) are subject to a foreign business license, which is very subjective.\nAlso, The Act requires that a Social Enterprise can be registered after incorporation of at least one year.\nThese could discourage their formation and registration as a Social Enterprise.\n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","No.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?","1. The entity should be allowed to register itself as a Social Enterprise after incorporation, and the one-year waiting period should be removed.\n2. Providing tax benefits to for-profit Social Enterprises.\n3. Consider excluding foreign business license requirements for those entities that are not profit sharing to its shareholders.\n4. Make crowdfunding easier, cheaper, and more accessible in order to broaden public investment in Social Enterprises.\n5. The Government should provide more funding support to Social Enterprises.\n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","Implementing a uniform set of standards for ESG policies, which are disclosed to the public, would make it easier for investors and consumers to evaluate and support the organization. This would also help to reflect the fact that the entity: (i) has good corporate governance; (ii) is managed with transparency; (iii) manages risks effectively; (iv) takes into account the stakeholders; (v) has competitive potential; and (vi) it can generate returns and provide benefits to society in the long run, which would drive companies to perform better.\n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?","We have no further comments. Thank you for helping with this important project!\n"]