Limited Partnerships

Concepts of partnership for Thai and Western are broadly similar. Thai Limited Partnerships are divided into two categories according to Thai civil and commercial code (“TCCC”): Limited Partnership and Ordinary Partnership.

Limited Partnership

A Limited Partnership is a partnership in which there are one or more partners whose liability is limited to such amount as they may respectively undertake to contribute to the partnership, and one or more partners who are jointly and unlimitedly liable for all the obligations of the partnership. A Limited Partnership is a partnership is treated as a corporate entity for income tax purpose.

Ordinary Partnership
An Ordinary Partnership has partners who are all jointly and unlimitedly liable for all the obligations of the partnership. The Ordinary partnership in Thailand is allowed to register with TCCC as the juristic person. Therefore, the ordinary partnership can be divided into 2 types as follows:

  • An Unregistered Ordinary Partnership with no legal status as the juristic person and subject to an individual taxation.  A new partner in an unrequested ordinary partnership becomes liable for all duties and obligations incurred by the partnerships both before and after his association with the partnership.
  • A Registered Ordinary Partnership with legal status as the juristic person entity having a separate and distinct personality from each of the partners by registration with TCCC. A registered ordinary partnership is treated as a corporate entity for income tax purpose.

 

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