5.6 Joint Ventures
In general, a joint venture exists when two or more parties work
together on a specific project or series of projects, or on a long-term and continuous basis. Joint ventures can take many different forms; in
some the parties preserve their own separate legal status and in others
they create a new legal entity, separate and distinct from the individual
joint venture parties. A joint venture agreement need not be registered
with the government, as it is considered a private contract.
Most often, incorporated joint ventures are arranged between a Thai
company and a foreign company. Often, the Thai partner provides
local knowledge and skill and the foreign company, in turn, provides
equity, technology, know-how, and patent or trademark licenses.
Non-incorporated joint ventures are often set up for specific, limitedtime
projects. Each party to a non-incorporated joint venture must
separately obtain any registrations or licenses that they may need to
conduct the business of the venture. These may include commercial
registration, VAT registration, factory licenses, etc.
An unincorporated joint venture (UJV) can be set up on the basis of
the parties sharing profits and losses. The Revenue Department
considers a UJV a single entity for tax purposes. Thus, the UJV must
file a single tax return, supported by a single balance sheet and profit
and loss account. If the parties do not want such tax treatment, but
wish to remain separate taxpaying enterprises, they must take extreme
care in advance to properly structure their proposed contracts and
operations in Thailand