The Sole and Absolute Management Contract is a legally binding, attested agreement between the Administrative Management Company and the Thai operating company. It grants the Management Company exclusive, irrevocable authority over the operating company's assets, bank account signatories, financial management, and day-to-day operations. It also includes a variable management fee clause — enabling tax-efficient movement of funds between the two entities. The contract is signed by the directors of both companies and stamped, making it fully enforceable under Thai law.

This structure is particularly well-suited to foreign investors in sectors where majority foreign ownership is restricted — including hospitality, food and beverage, retail, entertainment, wellness, property management, and tourism. It is also appropriate for investors who have concerns about ceding operational control to a Thai partner and require contractually enforced protections over the business's assets and finances.

The Administrative Management Company requires a minimum paid-up capital of THB 3,000,000, which must be remitted into the company within the financial year. The Thai operating company's capital requirements will depend on its business activities — a minimum of THB 2,000,000 is recommended if the company will sponsor a foreign Work Permit.

No. The Administrative Management Company's FBL exemption applies exclusively to administrative management services provided to affiliated companies. It may not engage in any other business activity. All revenue-generating operations must be conducted through the Thai operating company. Any deviation from this scope would jeopardise the FBL-exempt status of the Management Company.

The Management Company structure is most appropriate for businesses in restricted sectors (hospitality, F&B, retail, entertainment) that are not eligible for BOI promotion and where the investor is not a US citizen. A BOI company offers full foreign ownership with significant tax incentives, but is limited to eligible manufacturing and technology sectors. The Treaty of Amity offers full ownership for US citizens in most sectors. For non-US investors in restricted sectors who cannot qualify for BOI, the Management Company structure is often the most practical route to meaningful operational control. UnionSPACE recommends a consultation to identify the optimal structure for your specific business.