I read news and drink a cup of coffee while i read some thai news.
And i found something that might be of interest for others:
What I Learned Setting up a business in Thailand
Part 1: Setting up a business
http://www.bangkokpost.com/learning/learning-together/857588/what-i-learned-setting-up-a-business-in-thailand
Part 2:Fighting to Becoming Legal
http://www.bangkokpost.com/learning/learning-together/866240/what-i-learned-setting-up-a-business-in-thailand-2-fighting-to-becoming-legal
Part 3: Open for Business
http://www.bangkokpost.com/learning/learning-together/872296/what-i-learned-setting-up-a-business-in-thailand-3-open-for-business
Part 4: Taxes and Headaches
http://www.bangkokpost.com/learning/learning-together/880512/what-i-learned-setting-up-a-business-in-thailand-4-taxes-and-headaches
Part 5:Conclusions
http://www.bangkokpost.com/learning/learning-together/890296/what-i-learned-setting-up-a-business-in-thailand-5-conclusion
Links:
Board of investment Thailand
Thai Lawyers Vovan
Siam Legal
Thai Guru
How to start a business in Thailand
Thai Embassy.com
What is required to open a company in Thailand
Starting a Business in Thailand | Foreign Business Law in Thailand
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Business in Thailand (Thai Embassy.com)
A guide to starting your own company
Thailand’s continuous economic progress can be attributed to the presence of sufficient infrastructure and an efficient work force, backed by strong support from the government. If you are in Samui and would like to start your own business, it is advisable to acquire legal assistance from an expert lawyer to deal with all the legalities entailed by this endeavor.Setting up your own business in Thailand entails following certain legal precedents and could take several weeks. Take the burden out of this process by having a trusted lawyer communicate in your behalf. Having the best legal counsel assures that you avoid any unnecessary oversight and delays.
Listed below for your reference are the different Business Structures, and the steps necessary to forming a company.
Types of Business Structures
PARTNERSHIP
Thai and Western concepts of partnership are broadly
similar. Thailand provides for three general types of partnerships:
Unregistered ordinary partnerships, Registered ordinary partnerships and
Limited partnerships.
LIMITED COMPANIES
There are two types of limited companies, i.e.,
private or closely held companies, and public companies. The first is
governed by the Civil and Commercial Code, the second by the Public
Company Act.
Private Limited Companies in Thailand have basic characteristics similar to those of Western corporations. A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents.
A minimum of seven shareholders is required at all times. A private limited company may be wholly owned by aliens. However, in those activities reserved for Thai nationals, aliens’ participation is generally allowed up to a maximum of 49 percent.The registration fee for a private limited company is 5,500 baht per million baht of capital.
Public Limited Companies registered in Thailand may, subject to compliance with the prospectus, approval, and other requirements, offer shares, debentures and warrants to the public and may apply to have their securities listed on the Stock Exchange of Thailand (SET).
A minimum of 15 promoters is required for the formation and registration of the memorandum of association of a public limited company, and the promoters must hold their shares for a minimum of two years before they can be transferred. The Board of Directors of a public limited company must have a minimum of five members, at least half of Them are Thai nationals. The registration fee is 2,000 baht per million baht of capital for a public limited company.
JOINT VENTURE
A joint venture may be described in accordance with
general practice as a group of persons (natural and/or juristic)
entering into an agreement in order to carry on a business together. It
has not yet been recognized as a legal entity under the Civil and
Commercial Code. However, income from the joint venture is subject to
corporate taxation under the Revenue Code, which classifies it as a
single entity.
REPRESENTATIVE OFFICE
A representative office is limited in engaging in
non-profit activities. In order to form a representative office, at
least one of the following purposes would need to be sought for the
purposes of limited “non-trading” activities:
- The business is to search for the source of goods or services in Thailand for the headquarters overseas
- To check the quality and quantity of the product ordered by the headquarters overseas
- To give advices to the headquarters about the goods to order
- To supply the information of the headquarters’ products to the customers in Thailand
- To report the economic movement in Thailand to the headquarters
How to Form a Company
STEP 1: CORPORATE NAME RESERVATION
The name to be reserved must not be the same or
close to that of other companies. Certain names are not allowed and
therefore the name reservation guidelines of the Business Development
Office in the Ministry of Commerce should be observed. The approved
corporate name is valid for 30 days. No extension is allowed.
STEP 2: FILING OF MEMORANDUM OF ASSOCIATION
A Memorandum of Association to be filed with the
Business Development Office must include the name of the company that
has been successfully reserved, the province where the company will be
located, its business objectives, the capital to be registered, and the
names of the seven promoters.
The capital information must include the number of shares and the par
value. At the formation step, the authorized capital, although partly
paid, must all be issued.Although there are no minimum capital
requirements, the amount of the capital should be respectable enough and
adequate for the intended business operation.STEP 3: CONVENE A STATUTORY MEETING
Once the share structure has been defined, a
statutory meeting is called during which the articles of incorporation
and bylaws are approved, the Board of Directors is elected and an
auditor appointed. A minimum of 25 percent of the par value of each
subscribed share must be paid.
STEP 4: REGISTRATION
Within three months of the date of the Statutory
Meeting, the directors must submit the application to establish the
company. Company registration fees are 500 baht per 100,000 baht of
registered capital. The minimum fee is 5,000 baht; the maximum is
250,000 baht.
STEP 5: TAX REGISTRATION
Businesses liable for income tax must obtain a tax
I.D. card and number for the company from the Revenue Department within
60 days of incorporation or the start of operations. Business operators
earning more than 600,000 baht per annum must register for VAT within 30
days of the date they reach 600,000 baht in sales.
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Things NOT to do (Thai guru)
First, let me go thru a brief list of "DON'Ts":Most of the serious problems I hear are not legal problems involving the government. They are problems involving their expat or Thai business associates.
Most come from people who are inexperienced in doing business, don't have a trustworthy and experienced business partner, get into trouble following tricky and dodgy guidance, and/or don't do the proper research and work in their particular field or specialization.
Notably, I advise people to NOT set up a company (nor employ my company's services) just to get a longterm visa in Thailand or to buy property in your company's name (since foreigners cannot own land in Thailand, with few exceptions). Shell companies for these two purposes are both illegal and discouraged by the Thai government. It's also a lot of paperwork, added expenses, and hassle -- overall just not worth it. It's better to just do visa runs (all considered) and get land on 30 year leases on property (extendable to 60 years and more) -- which are both legitimate. In my opinion. Unless you have a real business of substance.
Of course, there are many lawyers who are happy to take your money and set up one of these "legal constructs". However, you will be the one holding the baby. The lawyers always make their profit. You may use their accountants recurrently, and there may be unforseen additional costs and hassles which they might attribute to changing government regulations, so you should consider all this before you try to set up any kind of shell company for a visa or property purchase.
I've know many foreigners who set up their first business (ever in their life) in Thailand and who are successful, but they had true intentions, were determined, committed, perseverant, self-disciplined, willing to learn, good natured, and had good guidance. If you're not really serious about starting up a business, then please don't inquire. It's OK if this is your first business, but you need to be committed, not just want some tricky shell company. We won't face the government officials and try to trick them.
Another don't: Do not believe everything you hear about bribes being required. Often, I hear of people saying that bribes to brokers are required for achieving ordinary things -- in which the bribes are NOT required and which we do routinely and quickly without offering bribes. What's to stop the broker from pocketing the bribe in whole or in part?
Few people will admit to screwing up or giving bad guidance, but there is a lot of questionable activity in Thailand, and peer groups of dodgy characters, all of which lead to "urban legends" being parroted. There are 2 sides to every story. In general, your "Thailand experience" will depend on considerable measure on the "karma" of those you choose.
Your success or difficulty will mostly depend on things like:
- The market for your services or goods
- Your research
- Any licenses required for your goods (especially things like foods requiring an FDA approval process)
- Your general experience and ability to do business
- Your partner(s), if any
- The quality of the staff you hire
- Your peer group and guidance
Video
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