Q1: Are we allowed to transfer to register a company as a Thai company with 100% owned by foreigner or foreign company?

Panwa: Yes, you are allowed to transfer from Thai Majority shareholder company to Foreign Majority shareholder company, but mostly the foreigner can hold maximum 49% and the other 51% will be held by Thai, to follow this regulation you can find some Thai national to be nominee.

However, foreigner or foreign company can hold more than 50% up to 100% to be majority shareholder by 6 channels,

Channel 1, To apply for Foreign Business License, but please be informed that government will allow you to hold share only some business under annex 2 and 3 of Foreign Business Act (annex 2 allow to hold share maximum 75% and for annex 3 can hold 100%); for carrying out business in Thailand, your company must obtain its license first this step takes time approximately 2 months for the approval from submission of the application. For more information please visit and learn knowledge in our website at: http://www.panwagroup.com/foreignbusinessact.htm
And for the government fee for step of Apply Foreign Business License (FBL) depend on case as below:
- If your business fall under Annex 2, the government fee is Baht 40,000 – 500,000.
- If your business fall under Annex 3, the government fee is Baht 20,000 – 250,000.

Channel 2; Under BOI Privilege, The Board of Investment has the authority to grant the privileges to own 100% share by foreign company or foreigner depending on the conditions of the investment.

Channel 3;Under Industrial Estate Act BE 2522, The company must get the approval from the Governor of Industrial Estate Authority of Thailand and the location of the company must be located only in the area of Industrial Estate.

Channel 4; Under Treaty between Thailand and other country, such as Treaty of Amity between Thailand and USA.

Channel 5; 100% export business, can be majority owned up to 100% by foreigner (or foreign company).

Channel 6; Baht 100 million authorized capital of retail business and another Baht 100 million for whole sale business, can be majority owned (up to 100%) by foreigner (or foreign company).

Q2: I heard the holding structure of 51% local and 49% foreign will be must.

Panwa: As informed into Q1 above, you can choose the way to be 100% owned by foreigner or foreign company, of course the preper chaneel will be depend on kind of business.

a. If you register as "Manufacturing", better to start for BOI privelidge due to you can obtain not only 100% own but also get benifit for free tax (import duty, corporate income tax) and you can hold land in Thailand and also bring technicial to work in Thailand.

b. if you come as "Whole Sale", better to register with Baht 100 million capital for this whole sale and if you need to do retail you must have anther Baht 100 million too. This model is no need to apply Foreign Business License (FBL)

c. If you come as "Services Business" better to apply under Forein Business License (FBL) but government will allow you to hold share only some business under annex 2 and 3 of Foreign Business Act (annex 2 allow to hold share maximum 75% and for annex 3 can hold 100%) and will spend time longer that 1 years.

d. if your factory is located into industrial zone, you may apply under Industrial Estate Act BE 2522.

e. If you are American and your business is not prohibited, better to register company and apply for Treaty of Amity between Thai and American.

*** Anyway as we have long time and strong experience for small and medium size, if you are not familiar with Thai language and government style so better to start with model 49%:51% first and later you can convert to be 100%.

Q3: I heard from many expert that 49%:51% is the most pupolar business model for foreigner so how to protect the problem of 51% Thai shareholder?

Panwa: Normally you can protect the ownership disputation by 2 options as below:

(1) To prepare "share transfer agreement", this agreement will be signed by your Thai shareholder whereas blank for date and receiver so that you can put other Thai shareholder in future when you want to change the Thai without any notice or informing the old Thai nominee.

(2) To classify the type of shares to be Preferred Shares and Common Shares and let Thai shareholder hold only Preferred Shares with declares 10 shares have 1 vote and Common Shares hold by you (foreigner) declare 1 share has 1 vote, by this model you who hold 40% will have 49 votes meanwhile Thai shareholder will have approximately 5 votes. Therefore you can control this company by voting rights.

Q4 – How to change the English name of the company?

Panwa: Changing the English name of the company which is written in the memorandum of association Clause 1. A special resolution is not required to amend the memorandum of association because the foreign language name is not considered as a registered name. However, if the company intends that changed name to be effective in public, this can be done by making a letter to the registrar regarding the change of the English name of the company or register other items which is deemed to be appropriate for the public.

Q5 – What is the minimum capital requirement for the company?

Panwa: By law require minimum of 2 shareholders and Baht 5 each. Therefore, capital can start at Baht 10.

Q6 – The Company is registered in Bangkok, but can we do business in Chiang Mai? What about doing business in many other provinces?

Panwa: This question is quite broad; first, please explain us the scope of your business briefly and follow the situations stated below:

• Conduct the business to present the work and simple products to the client, this kind of business can be done around the country without asking permission or registering a branch since the office and the warehouse are not located at that province.
• Conduct the business by having office or warehouse, this kind of business must register a branch at Department of Business Development and the Revenue Department including apply the license to related government agencies.

Q7 – The Company has a Singaporean managing director and shareholders as a Singaporean who doesn’t come to work in Thailand, but hires staff in Thailand to coordinate and contact with the client, so all documents must be signed by the director or can authorize someone to sign?

Panwa: The documents will be separated as business documents related with partners and official documents.

• Documents for business with partners – Generally, you can authorize another trustworthy employee or representative. However, it will also depend if your partner will accept that? For a better way, we recommend you to hire one Thai staff or a representative that you can trust to appropriately represent on behalf of the director.
• Official documents – It is hard to inform because some department allows giving authority to sign by a representative, such as the Revenue Department, but some department such as the Department of Business Development does not allow to give authority to sign. To solve this problem, we recommend you to issue the power of attorney to the authorized person who will act as an appropriate representative on behalf of the director.

Q8 – My husband has a registered company in Ratchada and I have a freelance job for translation as an ordinary person. However, some of my customers who come to employ under a regular job want me to issue invoice under a company name, so I would like to know if I can use my husband’s company name and issue receipt under his company?

Panwa: Yes, you can, but you should pay attention to the following facts as well

• If you will have this type of income continually, we recommend you to add additional objective in your husband’s company

When your husband company receives the income from your customer instead of you, the company should also have the expenses such as providing the translation cost to you and issue withholding tax correctly. Moreover, the company should recognize the proper proportion of the profit in order to avoid the problem of doing business without any profit.

• If your husband’s company does business very differently from translation job such as construction or installation, it will be quite different for recording accounting and paying tax as well. If your translation job is continually earning and have enough income to open a company, we would like to advise you to open another company for easy tax planning and accounting.

Q9 – I need to set up a company (registered company) because the client required me. However, I am not sure how long the business can run, so I would like to know the step of closing company if that is complicated? How much it will cost and how should I plan?

Panwa: It is hard to inform for this case. Usually, we recommend not setting up if you are not sure, you could receive the job first by borrowing another company’s name, but if you said, it is “necessary”, so we will recommend like this: you can register the company and if the income is not much and less than 1.8 million Baht annually, we recommend not to register the VAT. Then, you inform your client that you don’t register for VAT, but you can completely issue the official receipt. During the period that you don’t have much income, you should not have unrelated expenses to avoid high tax payment and accounting transactions in a year so that the preparing of financial statement and auditing fees will not be high. In case you don’t have any income in a year, you can prepare financial statement and auditing as a dormant company so that the service fee is only 15,000 Baht per year.

Moreover, if closing company as a dormant company, the service fee will be only 35,000 Baht.

For more services for dormant company, please visit http://www.panwagroup.com/dormantcompany.htm

For more information for closing company (we don’t like to openly discuss about closing company here) please visit; http://www.panwagroup.com/closingcompany.htm

If you need help from us, please contact 081-919-6225

Q10 – My friend would like me to register the company in order to register the domain as “co.th” in Thailand, what kind of registration should I do? He didn’t come to Thailand to do business, but he has some income not over million Baht or no transaction in Thailand. For this case, how to register a company in Thailand?

Panwa: For this case, first, we would like to explain about the required documents for registering domain name “.co.th”. The required documents are company’s affidavit, certificate of company registration or certificate of VAT registration (which means that without VAT registration, only certificate of trade registration is acceptable) and the domain name must be:

• Domain name need to be consistent, including some part or short name of the organization.
• One organization can register only one domain name.

Therefore, your foreign friend should register a company limited/limited partnership in order to receive the documents as required by the domain registrar. We recommend that to register for only company limited / limited partnership (no VAT registration) to avoid the complicated matter for submitting VAT and being checked by the Revenue Department. This kind of company will not have high cost for preparing accounting, yearly tax and financial statement. We recommend that it will be better not to have any income in Thailand so that it will be dormant company and the total cost for accounting, tax and auditing together with submitting to the government agencies is in amount of 7,500 Baht per year. Please see more information at http://www.panwagroup.com/dormantcompany.htm

Q11 – I am going to open a new company to await and present the work to client. Can you recommend me how to register the company and how to have a minimum cost for maintaining the company?

Panwa: If it is necessary to open a company, you have to consider the facts as follow;

1. Remember that the registered capital affects the special business taxation if there is no capital to pay, it has to be calculated from the interest income and submit the tax (special business tax: 3% per year for 1million capital, so the total 990 Baht per year for special business tax and you have to submit the tax if you have the profit over 300,000 Baht at the rate of 15% per year). Therefore, you can register a company with minimum capital of 10 Baht, but we don’t recommend you this because it will reflect to the credibility of the company and remember that you have the cost for registration and government fee every time you want to increase the capital.
2. If you register for value added tax (VAT), you have the responsibility to submit the tax and it is complicated which you may need to hire accountant that could assist you for monthly tax.
3. You should have the least number of directors (for example only one director) because in case there is penalty for Ministry of Commerce and Department of Business Development, it will be charged from the number of company directors.
4. At the beginning, for the employees, you should hire part-time and pay for them to reduce the burden. For submitting the personal income tax and social security fund, you may pay monthly and summarize the pay for three months; however, the documents for wage/salary should be related.

The facts stated above will help you start your business easily and save the cost.

Q12 – Clients are foreigner and would like to set up an e-commerce business in Thailand, can you tell me how to register for this and I have known that it is promoted by BOI.

Panwa: BOI has promoted e-commerce due to the declaration of Board of Investment No.2/2557, category 5.8 which the benefit is not related to tax, but the benefit of holding 100% shares by foreigners and allows bringing the expert to work for that promoted field.

In fact, you can apply for BOI under foreigner name for the initial step. Once the project is approved, you can continue to open company and get promoted from BOI, then can continue for applying Foreign Business License at Ministry of Commerce.

However, applying for investment promotion has also some weakness which is not suitable for small size business (small company) that is very difficult to apply for the investment promotion, applying license under the alien business act, including time and cost of registering for promotion. Therefore, we suggest you to register an ordinary company, Thai : Foreigner (51:49), which it is easy to do business and the registration fee is also lower (registration fee: 3,500 Baht and faster (3 working days) . Once the company has larger customer base, then you can apply for that investment promotion.

Q13 – Can my condominium's address be used for registering company?

Panwa: The condominium can be used for registering company, but can’t be used for VAT registration. Therefore, you have to take into consideration if your company may need to register VAT or not. Basically, the company has to register for VAT when it falls into one of the conditions as below;

1. Earning annual income of 1.8 million Baht
2. Company is partner with government
3. Customer, partner or supplier or service provider required you to register for VAT
4. When request work permit for foreign staff

Please note that even without VAT registration, you can operate business officially because you can issue the completed receipt under Section 105 bis.

Q14 – A foreigner would like to do business in Thailand, which they have the parent company as their single client and would like to submit tax in Thailand. We would like to own 100% by foreigner, we don’t want the Thai nominee shareholder 51%. How should I register?

Panwa: The question is too broad, but there are many points to consider, such as  having the parent company as a single client of the Thai company and would like to know the business transaction in Thailand, so we can conclude that:

• To submit the tax in Thailand, the company must be established under Thai law (which can’t be branch office or representative office)
• To have a parent company as a single client so that the company in Thailand is not required to be big and flexible for revenue recognition.

Based on the assumption, we recommend to register as company limited with foreign majority or 100% owned by foreigner. However, you have to apply for foreign business license according to alien business act B.E 2452 which you may need to review details for further information that these falls under which section and can 100% foreign owned or not. Nevertheless, we will provide the details as below:

• The total timeline is 75 days which is divided into 60 days for approving and 15 days for issuing the license
• The registration fee is 2,000 Baht and the government fee is 20,000 Baht
• The required documents and the applying procedures are quite detailed, so if you would like to do, please contact Tel. 080-288-2000

Actually, the foreign companies can do many types of business in Thailand depending on its readiness, type of business and size of business.

• Giant business may choose to enter Thailand by BOI promotion which can get various benefits such as holding 100% shares by foreigner and complicated system.
• Branch office of foreign company
• Representative office (Can’t have income in Thailand and only some activities are allowed)
• Joint venture
  • Joint venture most likely 49%:51

Q15 - Do the registered capital affect to company's tax payment?

Panwa: Yes, the registered capital affects to 2 kinds of company's tax (corporate income tax and special business tax), so to reduce the tax payment you may start with minimal capital and do partially paid up at the beginning and later when company is ready to run business or need to prove the proper capital you also can increase capital too.  You can learn the tax rate as below:

• Corporate income tax, there is incentive rate (0%, 15% and 20%) based on range of company's profit.
  • Special business tax, there is tax rate at 3.3% of interest income. It's just for the case that the company declares registered capital and does not bring the fund into the business or not deposit into company's bank account. Of course this interest income also affects to corporate income tax again.

Q16 - Is possible to put my son who has 14 years old to be a director and shareholder of this Thai company?

Panwa: Your son who has 14 years old can be only shareholder due to the minimum age of shareholder is 12 years old, but he is unable to be director due to the minimum age is 20 years old by law.

Q17 - Can I set up the share class for my new company

Panwa: Yes, under Thai law, shares are divided into two types; common shares or ordinary shares and preferred shares or preference shares. Both ordinary and preference shares have the rights and owe duties to the company under the Civil and Commercial Code. However, their rights are different significantly. (Further inform click here)

Q18 - As I have planed to meet you when I am in Thailand, could you give me rough ideas of what I should discuss or should I know in advance the matters before use your services?

Panwa: Of course, I myself (Mr. Tana Sipa) will be the person in charge to answer all your questions you have, and also I can let you know 10 topics and 9 points in advance as below that shall be discussed:

Topics:

1. Company's name reservation
2. Shareholders
3. Capital
4. Director(s)
5. Thai witness
6. Company's address
7. Fiscal year of accounting
8. Provision cost
9. Timeline for setting up company
10. Necessary license(s)

Points should be discussed:

• Considering set-up expenses occurred prior to date of incorporation.
• Tax ID and VAT registration
• Working permit
• Open bank account (local and foreign bank) / without working permit of director
• Social Security Fund
• Taxation (VAT, Monthly withholding tax, half-year, yearly CIT, SBT)
• Company Secretarial
• Registered accountant
• How to do accounting in oversea.

And you should reserve your time around 1 hr for this meeting.

Q19: Need your advice on how much Registered Capital for my new Thai company? For example, is it ok for USD100K equivalent to 3 million baht? Just to double confirm that we don't need to physical transfer the funds to Thailand, correct?

Panwa: Yes, you can start with that amount (Baht 3 million equal to USD 100,000), by law the registered capital can be start from Baht 15 ( 3 shares with Baht 5 each).

But for this amount equal to Baht 3,000,000 million but case of you can't bring the fund to Thailand or don't spend into business or can't deposit into company's bank account this amount will be recognized as "Loan to director" and then end of the period (financial year) this amount will be calculated and recognized interest income (3% per annum) which will pay SBT (special business Tax) tax at rate of 3.3% of interest income or Baht 990 for each Baht 1 million capital (case of interest income be calculated at 3% per annum) so your case may need to pay SBT at approx Baht 2,970 per year.

So my recommendation is you should keep the register only Baht 1 million or Baht 2 million. Of course the current interest rate is lower, it's may 1.5% - 2% now but our office still recommend to calculate at 3% to prevent any be negotiated by tax officer, since most of our customer is foreigner.

Q20: For the information of the promoter together with the shareholder, will your company be the promoter? What does Promoter means on this context?

PANWA: The promoter is the person (individual) who wants to establish the company, but cannot be juristic person or the company which can be the same as the shareholders and also can be the director, which if you will use our Thai  shareholder we also can be the promoter too, but only 2 people, so you have to provide other 1 person since the minimum required are 3 people.

Q21: Financial period or Accounting period- does it start when the company in is incorporated and when is the ending since my company in India has financial year at end of March?

PANWA: If the company's article was not mentioned the ending period so you can end of any date to be ending period but we recommend you to close the account at end of the month. However, please be informed that most of Thai company prefer to choose end of December and we also recommend you to choose end of December too because it's follow tax season here in Thailand.

Q22: The company will need to have a Registered Capital of 2,000,000baht. Do you recommend keeping it at this limit or reduce it to 1,000,000baht until 2021 when we will be submitting for visa for the Expat owner?

Panwa: Better to have registered capital at Baht 2 million at beginning and hold until you start to apply working permit for the owner due to the cost of increasing capital start at Baht 10,000 plus government fee so if you hold Baht 2 million for 1 year you have to pay more for special business tax (SBT) based on unpaid of this capital each Baht 1 million have to pay tax SBT approx Baht 450 per year (case of the company deposit capital fund into the bank or spend into business there is no SBT tax).

Q23: Please also provide your expertise on VAT. Registration whether it should be done now or at the time of submitting for visa.

Panwa: Of course, this is the main point of your company. It's better to register when you start to apply working permit or before around 4 months in advance because of if you register VAT now you have to file the tax return every month and also the tax authority will send officer to check or surprise visit at your place without notice in advance.

Q24: it's just for the visa and working permit purpose, is possible that I can use my 2 Thai shareholders to be the employees in order to full fill the requirement of working permit application.

Panwa: "whether the shareholders  be also company's employee". I tried to check with the law but did not find any prohibition regarding this matter. Even tough there is no any rule or law  on this but for general common understanding, you need to have some good explanation why the majority shareholder(s) are working under director who must actually be appointed by the  shareholder.

Q25: Can the authorities ask Director to show the money one day ?

Panwa: If it is related to Loan to Director, the tax officer will request to show the agreement of loan only. However, When we will serve you as accountant this capital fund will be recognize as "Loan to Director"  and end of the period the interest from this loan will be recorded in account at the rate of 1.5% per annum and the special business tax (SBT) approx of Baht 450 per year for each baht million capital fund.

Q26: Do we need to pay SBT every year?

Panwa: Depend on the year, when the interest income will be paid the SPT must be paid within the follow month too, but from our experiences your accountant should do every year to prevent any question from the Tax Authority.

My comments as below;

Q26: If open Thai company limited with 51% 49%(Foreigner : Thai) holding structure, this company can engage in Import Export and domestic selling business?

Panwa: Yes, the structure is a Thai company, so you can run all kind of business espeically trading for import and export.

Q27. The registered capital is: 2 mil. Am I right sir ?

Panwa: By law requires minimum 2 shares with Baht 5 each, so you can start a company at minimum capital of Baht 10.
Anyway, for other purposes such as apply working permit you have to follow immigration rule to have minimum capital of Baht 2 million or register under FBL the capital require with minimum Baht 2 or 3 million depend on the case.

Q28. If we can apply for a work permit but hiring 1or 2 thai staff in the starting year of business ?

Panwa: To follow the immigration rule you still need to hire 4 Thai employees for each 1 working permit application.

Q29. How much is the standard charge yearly for thai directorship?

Panwa: We can serve directorship only for some case such as during apply working permit or apply some kind of license with the service of Baht 18,000 for 6 month period.

Q30: Please inform us total package of amount including govt charges and your fees for DBD registration, Vat and tax ID, Work permit apply.

Panwa: We don’t serve for working permit and visa, so we can esitmate you the cost for basic company registration with the total fee of Baht 52,000 consists of
– Baht 17,000 for company registration.
– Baht 8,000 for VAT registration.
– Baht 6,500 for Government fee.
– Baht 500 for company seal (stamp).

Q31. I have obtained Non immigrant B Visa with my passport.

Panwa: Anyway, kind of VISA can be used for company registration, but for working permit we have no idea.

Q32. We may rent a small private office at nonthaburi.

Panwa: That’s Okay, but before signing the contract you must know for some issues too such as:
– Let the owner know that you will use this address for business, so they have to provide your documents for this registration which some are needed for their personal documents and document of onwership of the address too.
– LET them know the liability on taxation and withholding tax will deduct to monthly rently fee.
– Property tax wihch will belong to liability of the owner (not the company).
– Agreement must be fair if have some worst case such as you need to terminate before end of the contract ( they will not charge you until end of the contract or find a new renter).

Q33: Is it possible to trade internationally while goods do not enter Thailand. For example, I supply goods from China direct to Dubai using Thai company?

Panwa: Yes, you can do internal trade where the goods no need to enter or come to Thailand. Many of our customers, they have business like you, in detail for tax purposes we can explain you when the meeting is done.

Q34: Can I operate the company while physically present outside Thailand?  For example, I have two offshore companies in Hong Kong which do not require my presence in HK. Recently banking laws have tough in HK for expats.

Panwa: Yes, of course you can control the company when you stay outside Thailand (no need to work in Thailand), but your company address still required by law and the tax officer they may visit the company address for the survey or some special visit but you can explain them how you will support when be requested by tax authority or other departments (representative person).

Q35: How is the company bank account opened in Thailand and (if required) work permit or residence permit issued?

Panwa: We can recommend you to some bank here which allow to open corporate bank account without work permit of director and this bank will give you TOKEN device which allows you to mange or handle the account via internet from elsewhere.

Q36: I understand foreigners can own up to 49% and what about company bank accounts?  How does the 51% of Thai shareholder entitle to the bank Account? Can we just open the company AC with the 49% of foreigners ?

Panwa: Yes, most of the businesses, the foreigner can own up to 49% and the rest will be Thai. You can engage yourself (foreigner) can be single (alone) director, so the corporate bank account will be single bank signatory too.

Q37: After already set up the company, What happens if I abandon company?

Panwa: Actually, your company has duty and liability to file the related tax such as monthly VAT, withholding tax (based on the payment), Half-year tax and yearly tax of courser before file the corporate tax (yearly) your financial statement must be audited by auditor and also the financial statement have to submit to Ministry of Commerce too. If not so, you will meet the situation as below:
- For Ministry of Commerce

https://www.panwagroup.com/latesubmission-fine-penalty.htm

https://www.panwagroup.com/police-summon-letter-thailand.html
- For Revenue Department, normally they will visit as random check within the first year of registration and later they also may contact for further check.

Q38: how to open Thai domiciled bank account with banks located in Thailand, if can't travel (can open at Singapore branch)?

Panwa: For local bank here, you have to present your company's signatory director or signatory person and sign at the bank.

Q39: The local Thai bank account, which Thai banks or international banks allow multi currencies account, so can receive in EUR, USD etc?

Panwa: Normally, we deal with Bangkok Bank, they will allow multi-currency after you have saving account with them more than 6 months.

Q40: if parent company is offshore, which offshore location no problems to open Thai local company? Which offshore location no good, not recommended?

Panwa: In practice of revenue office, they will focus more on the transaction related to off shore company especially Cayman and British virgin islands.

Q41A: You don't help work permit, only set up business?

Panwa: yes sir, better you to find the work permit provider first, after that we can set up them in order to comply with the immigration's requirments.

Q41B: Do you have any partner to recommend to apply work permit for me after you set up company for me?

Panwa: We can't recommend now. Sorry for this.

In order to start business easier, cheaper and faster, why not start business without working permit first and later when you have the Thai staff or team and ready then will start to apply.

***We help many small companies which many companies came from Singapore too. You can come as a tourist visa.

Q42: What do Chinese people need to do when importing and exporting cannabis-related products in Thailand?

Panwa: To start import-export business in Thailand, we recommnend

a. to register as a private company with holding structure 49:51 (Foreign:Thai)

b. to open company (corporate) bank account, most of local  banks in Thailand will require working permit of director (bank signatory). Anyway, we can solve this point even though you/director don't have working permit.

** Bank account is required for the next step when register or apply import-export license at Customs Department.

c. At Customs Department, we need the original passport of director and company's bank book for 1 day in order to apply import-export license (currently called paperless code).

Remark: the above step and requirements are not only for Chinese, but also applicable for other nationalities too.

Q43: we understand the Paid up capital of 2M Bath that will be transferred by our HQ in the start itself will be shown as directors loan ..right?

Panwa: Capital is a formality on paper, if capital is not exceeding Baht 5 million you can choose to transfer or not. Anyway, incorporated document will show fully paid up capital but in the company's account will be recognized as "Loan to director".

** if not transfer or deposit in company's bank account or spend this capital fund into business, Tax Authority accept you to pay SBT tax at rate 3.3% of its interest income came from this loan to director (the capital will be recognized as loan to director in same amount of capital fund or amount of the capital which not be paid).

Q44:Is it enough to hold a Thai citizenship but not be a resident in Thailand to qualify as “Thai Director”?

Panwa: Yes, enough for both position of director and shareholde.

Q45: I'd like to ask you about registering a new travel company in Thailand. Can you give some advice, e.g. how long? cost? qualification?

Panwa: please note that for the business of tourism, you need to apply the TAT license first after company is registered then you can launch the business.

The requirements for TAT license are as:

1. The company must have Thai majority shareholders than other nationalities, which means the ratio must be 2 Thai shareholders (from our side) : 1 foreign shareholder (from your side). The shareholding percentage would still be 51% for Thai shareholders and 49% for foreigners. For this case, the ratio must be maintained by the company, as long as it has the TAT license.
2. The company’s number of Thai directors must be more than other nationalities, which means that must have 2 Thai directors (from our side) : 1 foreign director (from your side) which must have work permit also. For this case, the two Thai directors must be maintained on the company as long as the company have the TAT license.
3. The company must place the guarantee amount at Department of Tourism, which it depends on the kind of tourism business that you do, please refer to the chart as below;
   • Guarantee – Specific areas are Baht 3,000.
   • Guarantee – Domestic is Baht 15,000.
   • Guarantee – Inbound is Baht 30,000.
   • Guarantee – Outbound is Baht 60,000.
4. Total cost for TAT license is Baht 38,000 which consists of:

• Service fee for TAT License application is Baht 35,000.
• Government fee is Baht 3,000.

5. Timeline for TAT License is 1 month.
6. Renewal is every 2 year.

Anyway, the requirements of company registration, cost and timeline you can look into our website at: https://www.companythailand.net/

Q46: How much funds a company can transfer and receive in Thailand bank account and send out of Thailand.

Panwa: There is no limited amount trasnsfer in and out if you have reasons and evidences to support each time of transferrring, such as

• the capital for newly registerred company you have to prove "Shareholders' list"
• transfer out for purchasing products, you have to prove invoice and bill of loading.

** Anyway, the transaction not exceeding Baht 1 million is no need to prove but our experience lower than Baht 200K.

Q47: For registerred capital is Baht 1 million, the same company is infusing capital inthe form of USD 1M (Baht 33 million) approx and can go further to USD 10M approx and start the business.

Panwa:

Q48: One owner/shareholder is not located in Thailand. May I know if he need to be in Thailand or he can just sign a authorization letter to authorize another ppl to process for him?

Panwa: It's not allowed for authorization letter to be signed on behalf of shareholder, he/she has to come because the passport must show that the visa is valid and if his/her position is only shareholder only 1 day is enough. Anyway, case of bank opening and he hold shares more than 25% he/she may need to present at bank too (depend on each bank's policy).

To avoid comimg to Thailand, you can put his/her shares to other people and the next day, the shares can be transferred to him/her.

Q49: YOU: We wish to incorporate a new company or takeover an existing fresh form shell company. The equity shall be 51% Thai and 49% by Malaysian.

Panwa: Yes, we have services for new company registration and existing company for sale (ready-made company for sale) and we had compared for both between new registerred company and existing company (ready-made company) inside our page at: https://www.companythailand.net/shelf-company-ready-made-company/

If I were you the new register is better for cheaper, but for buy a ready-made company is faster and the Thai shareholder no need to prove their personal investment funds, case of you don't have the Thai or inconvenience to prove for the Thai's fund at Panwa we have solution to solve this by putting our fund into our Thai to present this.

Q50: I plan to register a company in Thailand and prefer to register a domain name under ".co.th", is it possible and how?

Panwa: Yes, after the company is registered you can continue to apply the domain name under ".co.th" by register via https://www.thnic.co.th/en/contact/ and the required one of these documents as below:

1. Company Affidavit
2. Company Certificate
3. VAT Certificate (if any)
4. cost for domain name is Baht 800 per year.

We can provide our Thai company to register the Domain Name under “.co.th” on your behalf - click here.

Q51: Can I live here in Thailand by education visa, open company and receive money from abroad from Google Play and Apple App Store? I don't want to hire anyone here.

Panwa: Yes, you can open company under education visa, your company can have bank account (only my recommended bank) and then your company can receive income for Google Play and Apple.

Q52: And I don't need to open a business visa and work permit ? I ask because I have a talk with other lawyers and they said that I need to hire 4 Thai people.

Panwa: Understood, if you need working permit you have to hire 4 Thai employees and register with 2-million-baht capital. If not need work permit, there is no requirement for this. Our model is to register and run business without working permit. Of course, if we are talking about the law you have to have it but in Thailand, most company run business without working permit. Most of my customer, the owner come in and out Thailand because they don't have visa to stay and work. But you can have visa, If you want to comply for visa rule, how you to start business? You hire 4 employees for what?

If you borrow the name of 4 Thais, how to control them if during employment if they have problem. Social Security Office may random to interview the employee or visit the office, how to answer them or when employee have accident or bankrupt so you may be involved in many situations. We try to propose customer with easy way first and later when you ready you can comply with rules.

Q53: I am based in Hong Kong and I'm considering investing in a townhouse in Bangkok. The transaction size is approximately 5 M Baht. May I know can your team help to set-up a Thai Company for this purpose? Do you advise on transactions of this type?

Panwa: We can help customers to set up a company to own a property including a house in Thailand, of course a private company is the proper way and we have served many customers. But before you decide to register a company you have to know the core point of this kind first;

a. Criteria and required documents that need to prove in step of a house's transfering at the Land Department. There have different criteria in each local land department in each area.

** Some local land departments require the company to have capital match to the value of a house and also check back to the Thai for their investment.

b. To protect the ownership of the house (under the company) is the core point. The proper way, the company has to register with low capital as possible, such as Baht 1 million, then the rest should have a Loan Agreement between you and this Thai company. Low capital means this Thai company be allowed foreigner to hold shares maximum at 49% and Thai 51% so if some thing happen you may lose maximum of this Thai shareholder's capital, of course your total investment still remain under loan agreement.

c. To protect the ownership of the shares that you may need Thai nationality to hold shares on your behalf, you may protect by 2 options, I can explain you in detail when you visit our address.

Q54: What is a limited company?

Panwa: More than 3 ordinary/individual persons (promoters) are joined together to form a company by dividing capital into shares with equal amount – starting from not less than 5 Baht per share and has the objective of operating a business, which aims to generate profit and use that profit to share within shareholders and through which all shareholders are liable for limited liabilities of the limited company to the amount unpaid on the shares respectively held by them.

Q55: Specifying the company address in the company registration; is it necessary that the company must be the owner of the place or not?

Panwa: Under the law, it does not state that the company must be the owner of that place. Therefore, the company can obtain the office by renting or receiving consent from the place’s owner

Q56: For changing the director and board of director, can we object when the shareholders would like to submit the objection letter to the registrar?

Panwa: When the shareholders’ meeting approves the change of director and the board of directors are called held, including the right to vote under the Civil and Commercial code and the company’s regulations, filing the request application and the required documents are completed in accordance with the regulations of the partnership registry office although submitting the objection letter for registration of changing, such objection may not be deemed for consideration. During the consideration process if there is no notice letter sent to the registrar that the court temporarily doesn’t allow for registration of changing or any similar orders. Then, the registrar can proceed to register for the changing process.

Q57: Can a register address for company be my residential address? In my plan, I am going to register VAT and I have another place to have business. In that case, do I have to change the registered address?

Panwa: If you will use your house as a company address and you will register VAT, it is possible, but if the condominium, normally the officer does not allow. Moreover, if you will use another place to have business, in this case you need to register for branch, which the main office will be on your residential address and branch will be your actual business place.

Q58: I would like to inquire for Foreign Business License: What is it? Should our company do it? (Our company will be BOI 100% foreign owned and 1 foreign director).

Panwa: Please note that the foreign business license (FBL) is the announcement from the government that allow the foreigners to operate the business in Thailand which depends on the business type as on the lists attached, divided into 3 categories as follow;
Category 1: The businesses are not permitted for foreigners to operate due to special reasons such as newspaper, radio station business and farmers.
Category 2: The businesses related to national safety or security, or affecting arts and culture, traditional and folk handicraft, or natural resources and environment such as manufacturing of weapons, transportation and processing wood to make furniture.
Category 3: The businesses which Thai nationals are still not ready to compete with foreigners such as construction, retail, wholesale and hotel.

Please note that for your company case have to apply for FBL license due to the foreigners holding 100% of shares and the company also get the BOI Certificate, hence, you need to consult with the license provider if they apply the FBL license for your company already or not, which if they still don't apply must be apply first before do the business in Thailand.

Q59. I will decide to use your service for company registration but may I know when I can open bank account and also can I get a corporate USD and other mustiple currency account in the same with a THB account?

Panwa: You will get bank account in the same day of company registration or next day (for UOB bank), you can open at our office (we can ask bank officer to standby at our office on Lathprao also you can USD or multiple bank account together. If you prefer other bank you can get the THB saving account in the next day but for a USD and multiple bank account you have to discuss with the bank manager, from our experience you may need to run business and having bank transaction around 6 months.

Q60: Is possible to get USD bank account with online banking option after when we finish step of company registration, and how long?

Panwa: Yes, we can help to apply Thai baht and USD multi-currency account on the next day after company is set up and you can get internet banking.  We have connection with 2 banks.

1. UOB Bank, this bank is Singapore bank in Thailand. Normally they will allow for USD account and Thai baht account. They can send officer to meet you and you can sign the form at our office.
   if you are interested for UOB bank, on Monday we will confirm you due to we have to present your detail to bank manager first and confirm. Normally they will allow.
2. Bangkok bank, this bank will allow Thai Baht account first and for USD account you must discuss with bank manager when you arrive there.