The easiest way to conduct this business under Thai’s company is suggested. According to Thai’s law, a company will consider as Thai when equal to or more than 51% of the company’s shares held by Thai nationality (whether juristic person or natural person).

Accordingly, if more than 49% of the company’s shares help by foreigner will consider as foreign company. Please see the attached file of Foreign Business Act B.E. 2542 (1999) section 4 for more detail regarding on this part. Following tables are main step to set up a business in Thailand.

Q1:Is it possible to acquire the majority by foreign company in spite of business for land transportation. And is it possible to acquire the Foreign Business License?

Q2:In case land-transporting vehicles by car-carrier, is it certain that it falls under LIST 2?

A:Yes, this business activity is listed in List 2, Chapter 1 (2) of Foreign Business Act, B.E.2542 (1999).

Any foreign company (Foreign Shareholding ratio is greater than 49%) who is willing to start up the business in Thailand with those business activities listed in List 2 of Foreign Business Act, B.E.2542 (1999) is needed to obtain the permission from the cabinet minister together with the permission from the relevant agency.

The relevant agency is "Department of Land Transport”. Referring to Land Transport Act B.E. 2522(1979), this act was enacted to regulate and monitor on the subject of road transport such as transport operation, operational license and control particular commercial vehicles (bus and truck).

Unofficial Translation

"Land Transport Act, B.E.2522 (1979)"

Chapter 3: Transport Operation

Section 24 (3) In case of Limited Company, ……..the investment capital of the company shall not be less than 51% of shareholders holding by natural persons with Thai nationality…….”

Thus, the company is needed to be Thai company to operate Land Transport business.

Land Transport Act, B.E.2522 (1979) only Thai version see via

http://web.krisdika.go.th/data/law/law2/%a111/%a111-20-9999-update.pdf

Source: Foreign Business Administration Bureau

https://www.dbd.go.th/dbdweb_en/more_news.php?cid=246

Department of Land Transport

http://www.dlt.go.th/th/

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)

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:

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:

2. Provide services to associated enterprise in foreign countries- At least one country in the first and the second accounting periods

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.

please access:http://www.dpim.go.th/aboutus/article?articleid=15

After got the approval from the Department of Public Works and Town & Country Planning, then the investor has to apply for sawmill license with 2 departments, which are the Department of Industrial Works and the Royal Forest Department. It is an optional for investor to apply sawmill license with which department first.

Applying license with the Department of Industrial Works:

An investor has to apply for factory type 3 (รง.3). Which can download the form from: http://www.diw.go.th/hawk/content.php?mode=form1-5

The required documents in an unofficial translation version are:

1) A copy of passport and work permit

2) A copy of the Certificate of Incorporation of the juristic person which has the detail as follow; an authorize person's name, an office location, and juristic person's objectives. (in the case of juristic person).

3) A Construction layout inside a factory (with a correct size and scale).

4) A layout of machinery installation (with a correct sze and scale) and details which has a warranty of engineering practitioner control or by a person who is assigned by the Ministry of Industry.

5) A factory and building drawing/blueprint (with a correct sze and scale) which has a warranty of controlled engineer or by a person who is specified by the Ministry of Industry

6) A drawing/blueprint and the delicate flow chart of afflicted protection method, a damage, a danger and the control method of waste and pollution from the factory's operation with a warranty of engineering practitioner control or by a person who is specified by the Ministry of Industry.

7) Other required documents from an officer.........................................................

In the case of setting up sawmill in Bangkok, investor has to apply at the Department of Industrial Works. And in the case of setting up sawmill outside Bangkok, investor has to apply at the Provincial Industry.

For the procedure and duration of applying for a factory type 3 license please see the attached file >http://www.diw.go.th/hawk/data/process/factory.pdf.For the fee of licensing shall be according to the Factory Act, B.E. 2535 Please see the attached file >http://osos.boi.go.th/upload/content/FACTORY%20OF%20ACT_98582.pdf

Applying license with the Royal Forest Department:

The required documents are:

1) A copy of passport and work permit

2) A copy of the Certificate of Incorporation of the juristic person which has the detail as follow; an authorize person's name, an office location, and juristic person's objectives. (in the case of juristic person).

3) Title deed or land lease agreement In the case of setting up sawmill in Bangkok, investor has to apply at the Royal Forest Department. And in the case of setting up sawmill outside Bangkok, investor has to apply at the Ministry of Resources and Environment of that province. For the fee of licensing is regarding to the machine horsepower.A horsepower per 50 Baht

Lists of wood agent/sawmill/furniture manufacture:

Please see the attached file >wood_list.which categorized by provinces

Thai Timbers

รายชื่อไม้เนื้อแข็ง จากกรมป่าไม้

An officer from the Department of Tourism stated that: According to the Tourism Business and Guide Act B.E. 2551, under the section 17stated the requirements for a limited to qualify as a tourism license is must be a Juristic person under Thai law who intended to carry out business related to tourism. If a registered partnership who is non partner’s liability must be Thai nationals.

In the case of partnership or limited company, the share capital of not less than fifty percent is required individuals who are Thai nationals. And more than half the company's directors must be Thai nationals.

(Please see attached file of "Tourism Business and Guide Act" , hi-light information)

For restaurant: An officer from the Foreign Business Department stated that:

Caf Restaurant is categorized under list three, in the article (19) Selling food or beverages in the Foreign Business Act B.E 2542 (1999). In order to operate this business in Thailand, investor has to apply for foreign business license under the section 17.

(Please see the attached file of the "Foreign Business Act 2542" From DBD,hi-light information)

For the procedure and documents required for applying a foreign business license under the section 17, (Please see the attached file of the "ADVICE DBD")

In order to operate this business in Thailand investor has to ask permission for a tourism license from the Department of tourism.An officer from the Department of Tourism stated that according to the Tourism Business and Guide Act B.E. 2551, under the section 17 shows the requirements for a limited to qualify as a tourism license is must be a juristic person under Thai law who intended to carry out business related to tourism. If a registered partnership who is non partner’s liability must be Thai nationals.In the case of partnership or limited company, the share capital of not less than fifty percent is required individuals who are Thai nationals. And more than half of the company's directors must be Thai nationals. (Please see attached file of "Tourism Business and Guide Act", hi-light information)