Japan–Thailand Economic Partnership Certificate (“JTEPA Certificate”)

The Japan–Thailand Economic Partnership Agreement (JTEPA) enables qualified Japanese nationals and companies to obtain special recognition under Thai law, opening up business opportunities in Thailand that might otherwise be restricted for foreign entities. At BASE Law Firm, we advise Japanese investors and firms on how to secure, utilise and maintain the JTEPA-certificate regime.

Our service include:

JTEPA eligibility review and planning
Certificate preparation and submission
Ownership and director compliance checks
Rules-of-origin and tariff guidance
Ongoing monitoring and governance support
Strategic structuring for Japanese investors

What the JTEPA Certificate Means

A JTEPA Certificate (often referred to as a “Business Operations Certificate” under the Foreign Business Act) is a formal approval issued by Thai authorities which allows Japanese investors to operate certain business activities in Thailand under more favourable terms. This includes:

Access to business categories that are normally restricted for non-Thai nationals.
Possibility for preferential tariff treatment for goods traded between Japan and Thailand under the Agreement’s rules of origin.
Enhanced legal certainty for Japanese-owned companies wishing to invest in or operate in Thailand.

Eligibility Requirements

To qualify for a JTEPA Certificate, applicants must meet several core criteria:

The entity must be incorporated in Thailand (commonly a limited company, though in limited cases a partnership structure may be eligible).
Shareholding requirements: Japanese nationals or Japanese-incorporated companies must hold the majority of the capital in the local entity, and the majority of the authorised directors must be Japanese nationals.
The debt-to-equity ratio must generally not exceed 3 : 1.
The business activity must fall into one of the categories covered by the JTEPA regime (such as certain wholesale/retail, hospitality, consulting, maintenance services).
For the certificate, documentation must be submitted to the Department of Business Development in Thailand showing compliance with the above and supporting investment and business-activity details.

Scope of Permitted Activities

Under JTEPA, Japanese-owned entities may engage in certain business activities in Thailand that would otherwise be restricted under the Foreign Business Act. Typical categories include:

Retail or wholesale trade of goods under specified ownership limits.
Hotel or resort operations meeting minimum capital/room-size thresholds.
Management consulting, logistics consulting, repair and maintenance services, subject to applicable conditions.
However, some business types are not eligible for the certificate. These include certain higher-risk sectors like full transportation services, certain computer services, or universities, unless special conditions are met.

Benefits & Strategic Value

The JTEPA Certificate offers strategic advantages:

Greater operational freedom: Japanese majority ownership allows access to business lines otherwise subject to foreign-ownership caps.
Reduced regulatory risk: Proper certification gives clearer legal standing and reduces uncertainties when investing or expanding.
Tariff advantages: For goods qualifying under rules of origin, preferential customs duties may apply (benefitting exporters and importers alike).
Structured path for Japanese companies: Enables a defined legal framework supporting Japanese investors in Thailand.

Considerations & Potential Limitations

Despite the benefits, there are key constraints and risks:

Eligibility is restricted to specific business types; if your intended business falls outside the covered list, the certificate may not apply.
The ownership and director-composition requirements must remain in place; changes may jeopardise the certificate status.
The debt-to-equity requirement demands prudent structuring of financing to maintain eligibility.
Ongoing compliance is essential: documentation, local operations and business conduct must reflect the declared business plan and structure.
The tariff advantage only applies when rules of origin are satisfied and goods are correctly certified.

How BASE Law Firm Supports You

At BASE Law Firm, our services for Japanese investors under JTEPA include:

Eligibility assessment – We review your business plan, proposed ownership structure, financing strategy and business category to determine if JTEPA certification is appropriate.
Document preparation & application submission – We assist in gathering shareholder/director evidence, drafting required letters, preparing financial documentation and submitting the application to Thai authorities.
Ongoing compliance & risk monitoring – Once certified, we help you maintain eligibility through monitoring changes, advising on corporate governance, and ensuring reporting obligations are met.
Tariff & trade advisory – For exporters/importers, we advise on rules of origin under JTEPA, preparation of certificates of origin and how to maximise customs duty benefits.
Strategic planning – We advise on long-term structuring, exit strategies, business expansion or transition in the event that your activity evolves beyond the original certificate scope.

Summary

For Japanese investors and firms, obtaining a JTEPA Certificate can unlock access to business operations in Thailand under more favourable conditions, while minimising foreign-ownership restrictions and enhancing trade advantages. With complex eligibility and compliance components, specialist legal support is essential. BASE Law Firm provides Japanese-friendly, full-service legal advisory to assess, secure and maintain JTEPA certification.

If you are considering investing in Thailand under JTEPA or require help with certification or compliance, contact BASE Law Firm for a detailed consultation.