Wekhin

What would you need a company for?

With more information you have given, I think you can sell it because you only sell your 48% share, not the whole company which will involve thai shareholders. But it will not be easy because buyer must be sure that it does not have any hidden liabilities. In all, this company is like a shell for someone who wants wp and long term visa. To do serious business using this company may incur shareholding risks in the future if it turns out to have handsome profits. If the law firm is trustworthy in handling the matters, then fine.

10 years after closing.

Any ideas about this? Should i try to put it up for sale and how much should i ask? I mean realistic figures. How much would it cost to open a company like this today?

What is your company like?

Were the shares "really" fully paid up? If not, how has the grey area been dealing with? Are accounting books trustworthy? Is your auditor blacklisted?

Who are your Thai shareholders? Will they be available for transfer of ownership? If not, will they some day pop up and claim they never sell the shares to the buyer?

An accountant does the bookkeeping job, prepares transaction documents, analyses transactions and documents, records in the books, prepare financial statements, according to accounting principles and standards.

A licensed auditor examines and verifies if the above procedures adhere to principles and standards. Financial statements must be auditted by a licensed auditor.

A practice of crossing over between accounting and audit is unethical. It is like doing and verifying them all by the same person.

There are other people who wants to know about your company financial statements such as shareholders, government agencies, creditors, suppliers, customers, banks, etc.

There are two alternatives.

1. Issuing invoice and receipt together in batch.

This way, invoice and receipt will have the same number. There must be a statement saying "documents issued in batch" on every copy. Payments may not be received in the same order of numbering but that is not the matter or problem for bookkeeping. A capable person can handle it easily.

Advantages:

- easy to refer between invoice and receipt

- by using carbon or NCR paper and dot matrix printer, work can be done efficiently and economically, good for business that has to issue a lot of invoices/receipts.

2. Issuing invoice and receipt separately

Invoice and receipt have separate running numbers. This is good for business that does not have a lot of documents. More flexible to prepare documents. No need to buy high-priced dot matrix printer and carbon/NCR paper. However, by using ink-jet printer, printing cost per page is high.

See your copy of company setup documents, accounting period is already stated in the document when it is submitted. If it is stated that a/c period is Jan-Dec, you must do 2007 financial statements (balance sheet, income statement, etc.).

in my case i don't need control i just want a way of ensuring he cannot do anything without my written agreement. i dont mind having 49% ofthe shares and voting rights as long as we can set up an agreement that does not allow him to do anything without my consent. for example can we not have it written in the formation articles that 100% of the shareholders must agree on any decision regarding the company?

You can do it by using company bylaws. Bylaws must be registered with Ministry of Commerce to be effective.

You should be aware that shareholders exercise their rights on "main issues" such as, appointing directors, appointing auditor, approving dividend, capital increase, liquidation, etc. Then, directors will appoint and control managements. If shareholders must agree on "any decision", it will be difficult to manage and operate the business.

Bylaws can limit authorities of directors other than those already stipulated in Civil and Commercial Law. Bylaws can override some articles of the law.

You should start from here http://www.dbd.go.th/regis/index.phtml

If you use a browser other than IE, you may not get full functionality. Shame on them!

Software industry in Thailand is a lame duck due to Thaksin regime. He did not support the industry. He did not support open-source technology. Instead, he invited Bill Gates to his office and bought a whole chuck of MS products for government agencies. Almost all of government websites are developed with MS technology. If you access their websites with browsers other than IE or using other OS, you will not get standard functionalities as it should have been.

There are some capable entrepreneurs. They have a software association trying to spearhead but not as big as those in India or China.

Interesting, Wekhin. Do you have any more information on this software association? I tried googling for tech enterpreneurship in BKK, but I mostly found stuff about Singapore. I guess it might all be in Thai, but I would have thought the language of high-tech was English. Maybe I'm wrong?

I tried to look up some grassroots enterpreneurship things like Barcamp and Democamp in BKK, but there wasn't anything really there.

I found these two sites that you can try:

http://www.atsi.or.th/front/index.cfm

http://www.swpark.or.th/index.php?module=f...&page=index

BoT to issue Bt40 bn worth of savings bonds

Wed, August 15, 2007 : Last updated 15:49 hours

The Bank of Thailand will issue savings bonds worth a total of Bt40 billion to be an alternative of saving and to absorb liquidity in the financial system, said the central bank's governor, Tarisa Watanagase, on Wednesday.

The bonds will have maturities of four years and seven years and the interest would be based on the four years and seven years maturity of the government bond yields, plus the spread of not over 15 per cent of the yield.

The savings bonds, which are aimed at the individuals, will be open for subscription from August 27 to September 4. The minimum subscription value per person is Bt50,000.

-The Nation

Don't know very much about the bond market or "maturity of the government bond yields", however, that to me sounds suspiciously like we won't tell you how much we are going to offer as a percentage rate until you have signed on the dotted line & handed over your cash.

Maybe this issue will go the way of the recent issue that no one wanted to suscribe to because of the lower than market rate of interest rate offered.......

I don't know how good a translation that article is but it looks like the bonds would yield what the same maturity government bonds yield plus a premium. Can't quite make out the Bank of Thailand's website, but I think the bonds in question might have a coupon of 4.25% or 5.25%. The coupon rate is basically a guideline since the bonds can end up selling for less or more than face value if interest rates change. Looks like recent auctions for similar term bonds have gone between 4.3% to 5.1% effective yield.

That's not bad if they then throw a little extra yield on top of it.

Interest rates for 4-yr bond and 7-yr bond are 4.25% and 5%, and to be paid semi-annually.

can anyone buy them and how do you go about it?

As per some local newpapers, The BOT is considering to raise the issuance to 100,000 M., no final decision yet.

The bonds were sold through banks. At those rates, you have to be quick if they decide to raise the amount.

Software industry in Thailand is a lame duck due to Thaksin regime. He did not support the industry. He did not support open-source technology. Instead, he invited Bill Gates to his office and bought a whole chuck of MS products for government agencies. Almost all of government websites are developed with MS technology. If you access their websites with browsers other than IE or using other OS, you will not get standard functionalities as it should have been.

There are some capable entrepreneurs. They have a software association trying to spearhead but not as big as those in India or China.

BoT to issue Bt40 bn worth of savings bonds

Wed, August 15, 2007 : Last updated 15:49 hours

The Bank of Thailand will issue savings bonds worth a total of Bt40 billion to be an alternative of saving and to absorb liquidity in the financial system, said the central bank's governor, Tarisa Watanagase, on Wednesday.

The bonds will have maturities of four years and seven years and the interest would be based on the four years and seven years maturity of the government bond yields, plus the spread of not over 15 per cent of the yield.

The savings bonds, which are aimed at the individuals, will be open for subscription from August 27 to September 4. The minimum subscription value per person is Bt50,000.

-The Nation

Don't know very much about the bond market or "maturity of the government bond yields", however, that to me sounds suspiciously like we won't tell you how much we are going to offer as a percentage rate until you have signed on the dotted line & handed over your cash.

Maybe this issue will go the way of the recent issue that no one wanted to suscribe to because of the lower than market rate of interest rate offered.......

I don't know how good a translation that article is but it looks like the bonds would yield what the same maturity government bonds yield plus a premium. Can't quite make out the Bank of Thailand's website, but I think the bonds in question might have a coupon of 4.25% or 5.25%. The coupon rate is basically a guideline since the bonds can end up selling for less or more than face value if interest rates change. Looks like recent auctions for similar term bonds have gone between 4.3% to 5.1% effective yield.

That's not bad if they then throw a little extra yield on top of it.

Interest rates for 4-yr bond and 7-yr bond are 4.25% and 5%, and to be paid semi-annually.

Many members have asked this question so I think I would summarise the answers here. Maybe better if this topic is pinned.

An income earner is consider a thai taxpayer if he meets all these three conditions.

1. Income earner stays in Thailand from 180 days in a tax year (1 Jan to 31 Dec) starting from the day of entry to departure. Multiple entry is accumulated.

2. Earns assessable/taxable income from any of:

2.1 Jobs done abroad: for example, is employed to do the work as well as receives salarly abroad.

2.2 Business or work done abroad: for example, receives money from being a photographer in a fashion show in Paris.

2.3 Assets abroad: for example, rents received from letting a house abroad.

3. Brings assessable/taxable income into Thailand

Only the amount of assessable/taxable income brought into the country is subject to tax.

Assessable/taxable income is divided into 8 categories as follows:

(1) income from personal services rendered to employers;

(2) income by virtue of jobs, positions or services rendered;

(3) income from goodwill, copyright, franchise, other rights, annuity or income in the nature of annual payments derived from a will or any other juristic Act or judgment of the Court;

(4) income in the nature of dividends, interest on deposits with banks in Thailand, shares of profits or other benefits from a juristic company, juristic partnership, or mutual fund, payments received as a result of the reduction of capital, a bonus, an increased capital holdings, gains from amalgamation, acquisition or dissolution of juristic companies or partnerships, and gains from transferring of shares or partnership holdings;

(5) income from letting out of property on hire and from breaches of installment sales or hire-purchase contracts;

(6) income from liberal professions or professional services;

(7) income from construction and other contracts of work;

(8) income from business, commerce, agriculture, industry, transport or any other activity not specified earlier.

Commercial Registration Office, Revenue Office, and Social Security Office are three typical authorities that you need to submit the change. All of them have their own forms for submissions. I do not remember the time frame exactly. You have to check with them.

What kind of gifts are you talking about?

Can I take the land temporarily and sell it within a certain period of time?

Can I sell on the debt?

Or are there any other options available with regards to the land itself.

As an aside, if I lend say 50,000 against the papers for a car would the same apply in that instance if they fail to pay the debt for 3 month per the written agreement?

Thanks

No, you cannot take the land temporarily. You have to sue and foreclose the collateral, then have it auctioned. Foreclosure and auction will be done by Legal Execution Dept.

No, you cannot sell it because you are not the owner (title deed holder) However, if the owner agrees to sell and ready to sign, you can save a lot of legal difficulties.

1. She can operate as a proprietor. There is no need to set up a company. However, some trades must be registered with the Ministry of Commerce. She should check with the commercial office in her area. Registration fee is very minimal, no need to think about it.

3. Export license can be obtained from Custom Department. Most shipping agents provide the service.

Day of arrival and departure are included.

Yes, they run it off the entry and exit dates. BTW, why would you make it so crucial if I may ask?

1. If it is a company or partnership, you, as a shareholder/partner, have a right to check her book and stock. But you cannot involve in managing/operating the business. In this case, you do not need work permit.

2. Yes, you can. But the owner/partner who runs the business must have work permit.

3. Have a good bookkeeping practice. It will verify the source of your money and profits.

4. It depends on whether you want a work permit which require a minimum of 2M baht.

Thailand tax system is a self assessment system. So, income earner will be fined a double if found out that he does not pay, if any. Taxable incomes are those as in the link posted by Samran above.

There is no tax on cash received as a gift.

Receiver of incoming remittance from 2M baht will have to declare its source to the bank who will report it to Anti Money Laundering Office.

If you want a work permit, registered capital must be at least 2M, meaning you must have 2M to invest.

Do not register at 2M but pay up only 25% because you will not get work permit. Do not declare in registration that capital of 2M is fully paid up when it is actually 25%, or you will start business in the grey area of accounting since the very first step. Some people are lucky, some are not. Noone talks about the latter.

Yes, the company must pay corporate income tax. It is like you are exporting services instead of goods.

Hi

I have a 5mil company, 4/5 Thais and myself.

Monthly I pay 15,000 baht (includes all fee's and VAT)

Anual Audit is 28,000 baht

Is this high?????

That is hard to say. It depends on your type of business, complexity of a/c works that need to be done, the amount of work, etc.

Well would appear ive been ripped then

End of yr was 30,000 ! charges are 4 k a month for having 4 thais and me

Accountant told me this was the auditors charge and not hers ?!

And was based on income for the year (4million turnover)

Pissed me off anyways as the company didnt start till december and had only one cheque through its books! But she insisted it was based on turnover and nothing else !!

be intresting to see others.

I am a thai accountant and would like to say that 30K for 4M turnover is really a ripoff, except that your business is a rather complex manufacturer or there are a lot of details to be accounted for.