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Keyword "foreign" total 98.
Foreign branches do not have to be in the same continent, and is considered as one associated enterprise as specified by law.
Company has to follow domestic law of that country.
(1) what is the advantage of me having 49% when opening company in Thailand? skip the work permit part because I don’t have the capital required to get that.
RE: The registered company in Thailand is classified as Thai or Foreign company by using the percentage of shareholding ratio. It means, any registered company in Thailand which has foreign shareholding ratio larger than 49% would classify as a foreign company.
To operate the business legally in Thailand, the foreign company is required to check whether the business activity is in the Annexed lists of Foreign Business Act or not. If YES, that company is required to obtain Foreign Business License. Please see the attachment of "Foreign Business Act, B.E.2542 (1999)"
List1: The foreign company is prohibited to operate the specified business.List2: The foreign company is allowed to operate the specified business with foreign shareholding ratio not larger than 60%List3: The foreign company is allowed to operate the specified business with foreign shareholding ratio up to 100%
In case that you would like to import goods and sell in Thailand through online, there are 2 alternatives with classified by using shareholding ratio as follows:
1. Thai 51%, Foreign 49% => This is Thai company Thus, this company is not required to obtain Foreign Business License. However, the company is required to obtain the license for selling goods through e-commerce. Please read the instruction at the link at:http://www.dbd.go.th/download/data_srevice/คำชี้แจงการจดทะเบียนพาณิชย์อิเล็กทรอนิกส์.pdf (in Thai only).
2. Thai 49%, Foreign 51% => This is Foreign company Thus, this company is required to obtain Foreign Business License and the license for selling goods through e-commerce.
(2) What if we as partners get problems working with each other and decide to not work as partners, will I still have my rights as 49%?
RE: It depends on the company/shareholders’ decision. Once the company’s shareholding ratio is changed, the company is required to obtain all relevant licensing. For example, at the beginning Thai holds the majority of shares, the company is not required to obtain Foreign Business License. Later, Thai partner sells shares to foreign partner, and foreign shareholding ratio become the majority (foreign shareholding ratio larger than 51%). Thus, the company is required to obtain Foreign Business License.
(3) How much do I need in capital for getting work permit and what happens to the capital that I put, let say 1 million bath, is it deposited in bank as insurance without being touched or will this money be paid in exchange for getting work permit?
RE: The foreigner who wants to work legally in Thailand has to apply for Non-B Visa from Thai Embassy abroad and enter to the Kingdom with Non-B Visa. For more information about the standard process for foreigners who wish to work in Thailand, you could find from the attachment.
In addition, there is a specific rule/regulation that the company also has to take into consideration if hiring the foreign workers. It is specified in the proportion of 2:1:4 which means every 2 million Baht of investment capital, the company is able to hire 1 foreign worker with 4 Thai permanent workers.
For more information about rules/regulations from the Immigration, please read in the link at:https://www.immigration.go.th/law.(in Thai only)
Note: The company is able to use that amount of money to run the business. When you apply for visa and work permit, there are supported documents to clarify the company’s investment capital and paid-up capital, e.g. company’s affidavit, The receipt and current corporate income tax return (Form P.N.D.50), Financial Statement, etc.
An officer from Foreign Business Department stated that guesthouse is categorized in the LIST THREE, Foreign Business Act B.E. 2542 (1999), under the article (17) Hotel business, except for hotel management service.
In order to operate this business in Thailand, investor has to apply for foreign business license under SECTION 17.(Please see the attached file of the "FB Act”, hi-light information)
For the procedure and documents required for applying a foreign business license under SECTION 17.(Please see the attached file of the "SECTION 17 Procedure”)
Moreover, guesthouse business is also related to the Department of Lands, as foreigner is not allowed to own land in Thailand.
For more information please visit: http://www.dol.go.th then click English language information then click Acquisition of Land by Alien
However, an officer of the Department of Lands stated that, foreigner can lease a land in order to setting up a guesthouse business. For more information please visit: http://www.dol.go.th then click English language information then click Hire of Immovable Property of Commerce and Industry by Alien.
In order to operate Sea Plan Project in Thailand, investor must obtain two licenses as follow:
1. Air Operator License (AOL)
2. Air Operator Certificate (AOC)
However this business is not granted foreigner to hold majority equity.
Moreover, an officer from the Office of Natural Resources and Environment Policy and Planning stated that in case an aircraft is landing and take off from a floating airport, investor have to concern about conservative area, Initial Environment Evaluation (IEE) and Environmental Impact Assessment (EIA) is also required. In contrast, if an aircraft is landing and take off from an existing airport, there is nothing to concern about environmental issue.
Contact Detail:
Department of Civil Aviation
Ms. Somrudee: +66 (0)2287-032071
Soi Ngarmduplee Rama 4 Road
Thung Mahamek Sathorn Bangkok 10120, Thailand
Office of Natural Resources and Environment Policy and Planning
Mr.Issaraphan: +66 (0)22656500 Ext. 682860/1 Soi.Piboonwattana 7 Rama 6 Road Phayathai Bangkok 10400Natural Resources and Environment Policy and Planning.
Importing wine is categorized in the LIST THREE, Foreign Business Act B.E. 2542 (1999), under the following articles, which depending on the company’s objective:
Articles:(14) Retailing all categories of goods having the total minimum capital less than 100 million Baht or having the minimum capital of each shop less than 20 million Baht OR (15) Wholesaling all categories of goods having minimum capital of each shop less than 100 million Baht OR(19) Selling food or beverage.
In order to operate this business in Thailand, investor has to apply for foreign business license under SECTION 17.(Please see the attached file of the "FB Act”, hi-light information)
For the procedure and documents required for applying a foreign business license under SECTION 17:(Please see the attached file of the "SECTION 17 Procedure”)
To run a business in Thailand has to get permission from Foreign Business Department, Ministry of Commerce in order to do a business legally. A foreign company(will sign a contract with a customer in Thailand to operate the activities as explain in an E-mail, the officer of Foreign Business Dept. informs that these activities are considered as service business, therefore, it is categorized under LIST THREE (21) other categories of service business except that prescribed in the ministerial regulations in the Foreign Business Act B.E. 2542 (1999). So an investor must apply for a foreign business license under the section 17 to conduct this business in Thailand.
In case a company do not have to register a company in Thailand, they can apply license under individual person or as a company(Japan). However, it depends on investor’s consideration.Attached files:
please access: https://www.dbd.go.th/dbdweb_en/ewt_dl_link.php?nid=40471. Foreign Business Act B.E.2542 (1999)2. Brochure of applying a license under Section 17. The contents inside includes procedure, document required, and suggestion.For more information regarding on relates issue,
1. The paid up capital of the company operating ROH must be more than 10 Million baht or over at the end of each accounting period.
2. Provide services to associated enterprise in foreign countries- At least one country in the first and the second accounting periods
- At least two countries in the third and the fourth accounting periods- At least three countries from the fifth accounting period onwards
3. Have total business spending of at least 15 million baht per year (The business spending refers to total operating costs which are paid to individuals or companies in Thailand, but excluding operating expenses paid overseas, royalties and know‐how fees, raw materials, components and packaging) or have investment spending (actual payment) of at least 30 million baht paid in Thailand per year which directly related to ROH.
4. Foreign associated enterprises must have managements and employees working and have actual business operation.
5. Maintain skilled staff of at least 75 percent of total employees by the end of the third accounting period (Skilled staff shall be according to the criteria set by the Director‐General of the Revenue Department).
6. Average remuneration per worker of at least 2.5 million Baht per annum for at least 5 employees by the end of the third accounting period.
7. Notify the Revenue Department about ROH’s incorporation within 5 years as from the date the law become effective.
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