[Tax in Thailand an as ex pat]

As you will be working in Thailand you will be required to have a work permit and the appropriate visa (e.g. Non-Immigrant “B”) to accommodate your work permit application. Your application will also need to be supported by an Employer recognized by the Thai authorities (e.g. a Thai limited company recognized by Thailand’s Ministry of Commerce). For 1 work permit issued/supported, the employer must meet the 2 preliminary requirements of having 2 Million baht paid up registered capital and employing 4 Thai employees. While you (the foreign employee) will need to paid what is at least required by both the Immigration (for visa purposes) and the Labor Department (for work permit purposes). The minimum rate stipulated range between 35,000 Baht per month and up to 50,000 Baht per month depending on your nationality.

The taxes that you will be paying will be the same as any other Thai citizen and will be on the progressive rate ie how much you earn will depend on how much tax you pay.

[sunbeltlegal][/sunbeltlegal]

[Purchase Condo in Foreign Company/Trust Name]

Buying a condominium in Thailand with the use of a foreign entity as the buyer who then later rents out the condo is less problematic if the renter is an individual as they will not be declaring his/her expenses in full detail. The foreign entity (as the Landlord) may find some difficulties in transferring the money (rent collected) out of the country as you may be questioned as to the source of the transferred funds.

But if you are renting it out to a juristic entity. That juristic entity (the Lessee) will likely be declaring the rent as company expenses and will be withholding taxes. Therefore, if the Lessee declared this as their expenses, the Lessor/Landlord will also need to declare this as income.

It might be best to acquire the property with either a domestic juristic entity or to acquire by the use of an individual’s name.

[sunbeltlegal][/sunbeltlegal]

[How much capital is needed for work permit for Sole Proprietorship w/ Treaty of Amity]

You don't state if you are planning on opening in Bangkok or upcountry but in Bangkok and most likely in many provinces, the Labor Office will not issue a work permit to a sole proprietorship - either one wholly Thai owned or an Amity.

An Amity company requires 3 million baht in registered capital but it must be a Company with three shareholders, you can be the majority shareholder in this company, iIf you want to own a Thai Limited company of which you are not the majority shareholder then the registered capital requirement is 2 million baht. However if you are married to a Thai national then that capitalization can be 1 million baht. With that and four Thai employees you can obtain one work permit

However, our experience has been that the Labor Department will no longer issue work permits to any sole proprietorship.

[sunbeltlegal][/sunbeltlegal]

[Thailand as a shipping hub]

Your American friend would be able to set up a 100% foreign owned export company if he is not selling anything in Thailand. He would still need three shareholders but he can be the majority owner and would also need to have four Thai employees to obtain a work permit. He would need what is referred to as an import/export card or Customs Card to get started.

Another option would be to start an Amity company in which he can also hold majority shares. This would be an option if he were thinking of to some day do business in Thailand. This has a higher capitalization requirement than a regular company but would give him the option of changing his objectives in the future if he wished to do so.

 

[sunbeltlegal][/sunbeltlegal]

[2 million baht capital private ltd company]

You are correct in thinking that the 2 million baht in registered capital is the total and not 2 million from the foreign investor. As for acquiring a dormant (shell) company does not mean that the shares of the company had previously been paid up.  You will have to look at the shareholders list and the company’s financial statement.

 

It will be very difficult to tell whether the company has any historical lawsuit, or if it will be facing a future lawsuit.  Lawsuits can derive from an unpaid bill (suppliers or utility bills). There is no guarantee that you'd be acquiring a "clean" company.

 

The price for acquiring of a shell company would depend on the owner and the agent who is brokering this company. 

 

[sunbeltlegal][/sunbeltlegal]

[Cost of Opening an Export Company]

The process can take several weeks and will depend on how long it takes you to find premises, get the agreement from the landlord and obtain employees. 

 

Even though you are an export owned company and can be wholly owned by non-Thais you will still need three shareholders and you will need four Thai employees per Work Permit.

 

Costs run around 80,000 baht, depending which licenses you will need. If you would like to sit down with one of our legal advisors for a free initial consultation please send me a PM.

 

[sunbeltlegal][/sunbeltlegal]

[Opening Thai company with wife as Thai shareholder]

Marriage to a foreigner does not remove her Thai citizenship rights, she still qualifies as a full shareholder in the business. Of course you will need three shareholders in the company but she can be the majority shareholder. But, like with any Thai shareholder, they may ask to see that she has enough funds to purchase the shares in the company.

[sunbeltlegal][/sunbeltlegal]

[Share holders powers]

Shareholders can vote to elect and nominate director(s) to work for the best of the company interest, it will depend on the company's by-laws in governing the minimum requirement for the percentage of the bot for the company's resolution. The Managing Director could be replaced by a majority vote in a shareholder's meeting. Company assets are not personal property but that of a the company, it would require a majority shareholder vote to propose any liquidation and the director would need to act in accordance with the outcome of the vote.

Shares are personal property and a Managing Director will not be able to replace shareholders as the shareholders own the shares privately. Shareholders are, in fact, co-owners of the company while a non-shareholding Managing Director is more like an authorized representative of the shareholders in managing and acting on behalf of the company.

Finally, if shareholders suspect some fraud or abuse then they would file a criminal complaint with the police, the DBD does not investigate this kind of act.

[sunbeltlegal][/sunbeltlegal]

[Business Registration /License in Thailand, Tax status.]

Hi Scott

You are referring to the Por Ngor Dor 1 or PND 1 as it is more usually called, which is the withholding tax on staff salaries that a company needs to file with the Revenue Department.

The taxes initially will not be flat, even if 2 staff are earning the same salary each month, there are deductions that can help them minimize their tax rate and that will vary from person to person. These deductions include

1. married (unemployed spouse),

2. married and having child/children (but the child is not yet at the age to

attend school)

3. married and having child/children (and the child is at the age to attend

school)

4. the income earner supports his retired parent

5. the income earner bought a long term life insurnace

6. the income earner bought a long term savings (e.g. LTF, RMF)

7. the income earner bought a house and is still under mortgage

8. the social funds contribution of the earner could also be used a means to

minimize his income tax

The recent changes was that the government stipulated the range for each tax bracket. After all the deductions mentioned above,tax is determined as follows:

First 150,000 Baht is 0% tax

The next 150,001 Baht to 300,000 Baht will be tax at the rate of 5%

The next 300,001 Baht to 500,000 Baht will be tax at the rate of 10%

The next 500,001 Baht to 750,000 Baht will be tax at the rate of 15%

The next 750,001 Baht to 1,000,000 Baht will be tax at the rate of 20%

The next 1,000,001 Baht to 2,000,000 Baht will be tax at the rate of 25%

The next 2,000,001 Baht to 4,000,000 Baht will be tax at the rate of 30%

The next 4,000,001 Baht and beyond will be tax at the rate of 35%

The PND 1 will need to be filed on a monthly basis and is due on the 7th day of the following month. That means that the taxes withheld on the staff salary for the month of July must be filed by August 7th.

At the end of each year, the company will have to issue a tax summary (known as 50 Tawi or 50 Bis), it provides the accumulative tax figures that were withheld and filed by the company. The employee will need to use this to file his/her annual personal income tax (PND 91). This PND 91 must be filed by March 31st of the following year.

Most Tax filing forms are in the Thai language.

The PND 50 is the Annual Audit, Financial Statement and Corporate Income Tax filing (Annual). This must be filed by May 31st of the following year. While PND 51 is the half yearly report which must be filed by August of the same year.

All filings (whether they are PND 1 [monthlies], PND 50 and 51) are compulsory especially when that company has employees working for them and/or retaining monthly service and incurring monthly services bills.

Sunbelt Asia has an experienced accounting department if you need assistance with your filings.

[sunbeltlegal][/sunbeltlegal]

[Bar license]

Although it is not a restricted activity you cannot hold the licenses as an individual. You would need to open a company and the Food and Alcohol licenses would be issued to that company. You can open other types of juristic entities but you would not be able to act as a managing director of the business and you would not be able to get a work permit so a Thai Limited Company is recommended if you plan on running the business yourself.

[sunbeltlegal][/sunbeltlegal]

[Can a company have 2 addresses?]

It is technically possible to open a second office but without either registering it as a branch or as a new company you cannot have a work permit registered there. The company would also not be able to credit the rental payment as company expenses for the second location.

Opening a branch is less complicated than opening a second new company. Setting up a branch location would require would be similar to those used when you apply for the VAT of the Head office ( ie a letter of consent, lease agreement, landlord’s documents (ID card & house registration), house registration and title deed of the lease premises, maps and pictures.

Opening a second company would require all the same paperwork that you submitted opening the first plus you would also need to do two sets of accounting with two annual audits, two half yearly accounts etc.

If you would like to set up a free consultation with one of our legal experts in Bangkok to go over your options please feel free to send me a PM.

[sunbeltlegal][/sunbeltlegal]

[open a company in thailand]

Upon the registration of the company, you (as a foreigner) do not have to show evidence of funds for the registered capital, but your Thai shareholder(s) will need to provide proof of their funding by providing their bank statement and bank’s letter of confirmation. Both documents must show clearly that the Thai shareholder (s) have sufficient funds (equal to or greater than) to own their shares.

It is important to note that the company will need to show evidence of the 2 million baht (less expenses) in cash or assets at the end of the fiscal year in their annual audit.

[sunbeltlegal][/sunbeltlegal]

[Re: Social Enterprise Registration]

What kind of business model you wish to use would determine what kind of entity you need to open.

If you plan on running a for profit social enterprise then you will need to open a Thai Limited Company that is majority owned by Thai nationals. If you wish to run a non-profit then you will need to apply for a Foundation. The for profit company is faster and easier to open than a Foundation as the Foundation does have certain limitations on what you can and cannot do. Neither of these entities can be registered online and require a fair bit of paperwork to be submitted in the Thai language.

You may wish to come into Sunbelt Asia to meet with one of our legal advisors to go over all your options and the one that best suits you. Feel free to send me a personal message with your email address and one of our legal advisors will get in touch.

[sunbeltlegal][/sunbeltlegal]

[Registering a Limited Company]

Since you wish to be a shareholder and part owner, unless you are American (which would qualify you for an Amity company) then the option is a majority owned Thai company with three shareholders, it is no longer 7 shareholders. Since you are married to a Thai national then 1 million baht in registered capital and four Thai employees would allow you to obtain a work permit (An Amity company requires 3 million baht in registered capital)

Please be aware that registered capital is not necessarily cash in the bank but it can be assets or cash in the bank. Initially 25% should be paid up in the first 90 days to ensure that the company would be able cover its start up expenses (like paying for the rent/rental deposit etc, buying equipment, office furniture). However, this is not usually checked on.

The remaining 75% is expected to be paid up within a year and will need to be shown in the company's annual audit at year end. The auditor will see on the shareholders list that all shares have been paid up. They will then expect to see 1 million baht (less expenses with bills) sitting in the company’s bank account or in assets. (or 3 for the Amity company)

If you would like to make an appointment for a free consultation please send me a PM with your email and we can set up an appointment to go over all the requirements in detail.

[sunbeltlegal][/sunbeltlegal]

[She of bar staff]

Afraid not, it is not legal for a bar to employ an underage worker for several reasons, 1.the type of job and 2. the working hours would be considered to interfere with a child's development.

[sunbeltlegal][/sunbeltlegal]

[evidence of makig false documents or only Thai words]

You need to be careful that you do not insult anyone which could see you as a defendant in a defamation case.

It is difficult to determine any possible route without seeing the full details of what has already been done, or what you have been awarded but in regards to the civil court case the judges would take into account not just the other person's claims but yours as well,- this is why it is necessary to ensure a very strong case is presented to the courts.

The fine imposed by the police may be just an initial punishment before the police or the prosecutor proceed with a criminal court case (that is if they feel that there are grounds for the claim).

[sunbeltlegal][/sunbeltlegal]

[Do we need to charge VAT for Gift Cards/gift certificates]

Assuming your company is registered in the VAT system it will have the responsibility of imposing VAT in their products or services. You would have to include the VAT on to the 200 Baht voucher. Then it will not be a repeated VAT collection, For example, if your customer bought an ice cream for 200 Baht, the net amount would 214 Baht, the customer could pay using the 200 baht voucher but would have to pay the 14 baht in cash.

[sunbeltlegal][/sunbeltlegal]

[Running official business in own or rented villa?]

So long as you do not work in the business and do not have a work permit your wife can start her business and run it out of her home with no employees. If you are planning on working in the business in the future then she would be advised to start a Thai limited company with yourself as one of the partners. There must be three minimum and the majority of shares must be owned by a Thai person.

This would enable you to obtain a work permit in the future through the business but you will need t register the capital of the business as 2 million baht and once you apply for the work permit you will need to have four Thai employees. If your wife wants to register with less capital it is always possible to register more capital later on but it is probably easiest if done from the first

Also its important to note that if you use a rented villa for the business you will need to obtain the landlord's permission and documentation from the landlord to register the company.Once the company rents the villa, the company will have the responsibility of withholding taxes on rental payment. Be aware that many landlord's of residential properites are not willing to have their rental income deducted as well as to declare rental income and paying additional tax to the Revenue Department. Sunbelt Asia Legal Advisors would be happy to offer you a free initial consultation when you arrive in Bangkok in October.

[sunbeltlegal][/sunbeltlegal]

[Thai Work Permit/Visa]

It depends on what kind of business she registers, if she registers a sole proprietorship (ie in her name only with no shareholders) our experience has been that the Bangkok Labor Office will not issue a work permit.

What they want to see is a Thai Limited Company with three shareholders of which Thais must be majority owners and four Thai employees, the business must have a registered capital (ie registered shares) of 2 million baht as well.

If she sets up this kind of structure then you can get a non-B visa and apply for a work permit to work at her company, there is a minimum salary that you must pay taxes on as well.

If you and your girlfriend want to come in and talk to someone about this more fully please send a personal message and we can set up a free initial consultation to go over the options

[sunbeltlegal][/sunbeltlegal]

[BOI Status Business carrying out different activities to their filing.]

The BOI can revoke the company's privilege either in part or whole. Then the company will be required to pay the full taxes that were previously waived as a BOI company. Finally, additional punishment may be imposed by other government sectors and can include such charges as violation of the Alien Business Act, working outside the permitted scope.etc.

[sunbeltlegal][/sunbeltlegal]

[Type business license required for scrap gold buyer...]

The license is governed by the Auction & Trading of Old, Ancient items Constrol Act B.E. 2474 (1931).

Whether you are trading used….

1. Antique items

2. Jewelries, gems, gold, copper alloy

3. Motor vehicles, private and/or public transport

4. Motorcycles, old wooden houses, bottles, scrap metals and paper

You are required to have a license to trade the above. The license must be initially applied for at the district office. You will also need to have your fingerprint recorded for the license.

Annual fees range from 5,000 Baht to 15,000 Baht depending on the type of trade that you wish to perform.

This type of business is available to all individuals (sole proprietorships), but due to the requirements for obtaining a work permit, foreigners will need a juristic entity such as a Thai Limited Company to support their work permit application since, at least in Bangkok, the Labor Department will not issue a work permit to a sole proprietorship

[sunbeltlegal][/sunbeltlegal]

[License to buy and sale scrap precious metals in Thailand]

Even though you are only renting the kiosk and operating under the license holder the reality is that the authorities will require you to have a license. There are many different kinds of licenses depending on the scrap waste ie is it industrial or household waste? Is it minerals or metals like steel or silver etc? Additionally you will still need a work permit to operate the kiosk

[sunbeltlegal][/sunbeltlegal]

[Start a business in Thailand]

Hi Marc

You have several options available to you but if you want to retain control of your company the best structure for you would be the Amity company, all companies must have three partners but you can own majority shares in this company. Please be aware however, that an Amity company cannot own land.

The other alternative is a Thai Limited Company with your wife as the majority shareholder and you and the other partner as minority shareholders. If your wife is to be a director she will not be counted towards the 4 Thai employees quota however.

Accounting is usually done by an accountant since its rather complicated and of course, all in Thai. Audits must be filed annually and of course taxes must be paid. If you would like to make an appointment for a free initial consult in Bangkok please feel free to get in touch with me via personal messenger, the tax system, write offs etc are rather complicated to go into here

[sunbeltlegal][/sunbeltlegal]

[How to become beverage sourcing agent]

Hi

I am afraid that this is not our area of expertise but I would suggest that contact the soft drink companies directly. These multinational companies have regional offices across Thailand. The central contact number are probably on their websites in the sales section.

I will ask to have this put in the main business forum for more tips from members

[sunbeltlegal][/sunbeltlegal]

.

[Room in my house sub-let to overseas company]

Your wife can rent out the room to a juristic entity, ie a company. However, since you will be working from that room you should have a work permit allowing you to work in Thailand legally. You will need either an offshore company that is recognized by the Ministry of Commerce or a Thai company as an employer. Once you have the company (or offshore company) then that company would declare the rent as part of the company's expenses, Your wife would have to declare it as income and will have to pay a progressive tax to the Thai authorities for it.

[sunbeltlegal][/sunbeltlegal]