Sunbelt Asia

I'll reco Ira Blumenthal as well. One of the best in Thailand!

www.brslawyers.com His e-mail is [email protected]

One of his associates Robert Schuler [email protected] we've worked with and found him to be spot-on.

How does this work for the capitalization, and can you get a work permit on it ?

No minimum capitalization with a one year multi entry visa. You can get a work permit on it.

i just applied for a marriage extension. is that then compatible with the company?

Easier to get a work permit if your wife can't pay you a salary of 45,000 Baht.

Can i be a silent partner who doesn't work in the company ?

Yes

Many downsides however to a limited partnership..

1. is the liability issue for your wife or even you if you interfere with management of the company.

2. no share certs so no prefered shareholders or common so even as a foreigner you don't have more voting rights.

3. the foreigner (and in most cases the investor) cannot be the managing Director to bind the company such as writing checks.

Our legal staff recos limited companies for this reason not limited partnerships. You might be married forever with your wife and no problems. People however are human and die, who knows about the relatives? Not saying they are good or bad but If they borrow against the company, you may be liable for their debts if its proven you are running the show.

Multi entry Non-Immigrant visa and if your Gf is the MD of a Limited Company or partnership, she can employ you. No four Thai employees needed or do you need 2 million Baht capital as you would for a one year visa. The key word is multi entry where you leave every 90 days for 5 minutes.

We now have five licensed lawyers doing this for our clients Monday to Friday.

Surely you can come up with a more original business plan than a "bar".

We do have Bars as listings. In the last year, six were acquired with Sunbelt Asia help. That’s out of 120 businesses that were acquired so it’s only around 5% of the transfers we did. As the businesses are already acquired, we can disclose the names.

They were Molly Malone’s and Scruffy Murphy’s in Phuket, Kilkenny in Pattaya( Tailor who sold his lease and they tore down the building to make this bar), Winking Frog( renovated a massage place and converted it) Madame Claude( The buyer already sold it and made $ on it as he now has a new baby girl) and Blue Bar BQ. Two other opportunities both over 30 million Baht fell thru because of Landlords not willing to extend the lease to nine years. BRRR!

Every one of those these acquisitions, the new owners are very happy. They also would state that without our help, they never would be the new owner. In every case, their were issues that we had to solve such as Landlords, non competes, training period by the old owner, fire insurance the Landlord wanted in his name, the wife wanting more money than the ask price, the Seller being a Dragon Lady, shareholder votes, post dated checks wanted by the Landlord, family of the Seller, wife being emotionally attached as being there for 25 years, etc etc.

As for Bars, I’ve said it before and say it again. Most make money in Thailand at least in Bangkok. ( not talking on the beer bars) You need a good location and be a good manager. You are not a good mgr, for your sake, find one that is. Hazard of the business is a bad liver and guys insisting to have a drink with you. If you suffer from this, get a manager you can trust.

Nothing against Sunbelt Asia but dont forget they work for and are paid by the SELLER of the business, therefore extreme caution needs to be employed if looking at acquiring a bar.

Before any information is given out on a business, we require the prospective buyer to approve the following ...

The Buyer acknowledges that Sunbelt is acting as agent of the seller and all fees due Sunbelt are, and will be the responsibility of the seller. Seller's agent is an agent who acts under a listing agreement with the seller and acts as the agent to the seller only. A seller's agent has affirmative obligations to the seller including the fiduciary duties of loyalty, obedience, disclosure, confidentiality, reasonable care and diligence, and accounting in dealing with the seller. In addition, a seller's agent has affirmative obligations to the Buyer and Seller of honest dealing and disclosure.

Once again this same document is needed to be approved at the closing table. In the asset purchase or share purchase its spelled out what our fee is. We are professionals and keep everything in the open.

Now saying that, for 20 years, I have been representing the "transaction." The business transfer has to be a " win win" for both sides. I don't know one transfer that went thru that was one sided, if it was, it would never go to closing. We teach our associates that and as we are the Worlds largest business brokerage, they listen to us.

I was personally called yesterday by two different buyers of a business,which was acquired for over 100 million Baht thanking me. They never would of been able to acquire the business without our help. I honestly believe they are right. The Seller was very tough and we were able to solve several issues the Seller was adament about. The Seller consisted of two parties as well. One gentleman who has health problems is very grateful , the other 'know it all" seller was so so but I had to set him straight. Otherwise it never would of happen on the transfer.

I do find that most of the time, we help the buyer more as the sellers can be the side with the most demands. We then have to be problem solvers so both sides are happy. If the Seller stays unreasonable and won't budge, we simply advise the buyer to pass. We have 800 listings so its not like they are the only business.

Sometimes we get a fee from the buyer who has hired us on a finder fee basis for a particular business but still it never changes. We represent the transaction. It simply won't work any other way.

Ask around and you'll find out why we are very proud to state we are Sunbelt Asia. Thats why our motto is "Integrity and Confidentiality"

Hi

You have a period of six months to bring your personel items in with no duty which starts from the date that you initially entered Thailand on the O visa, regardless whether you leave and re-enter Thailand after that date.

However, the deadline is somewhat flexible. If your personal items are due to arrive in Thailand more than six months after the entry date, you should inform Customs about this at least two months before the six-month deadline.

If, after entering Thailand, you have been granted a permit to stay for a year or more, your belongings will not be taxed. However, if your permit to stay is for less than one year, these items will be taxed 20% import duty plus 7% value-added tax.

If your belongings arrive while you are away, you can have them stored at the deep sea port, where I presume they will arrive. If you leave your items at the port longer than two months, you should inform Customs so they know that you will collect them later.

Remember Televisions are a consideration. Thailand is on the PAL-2, system B/G. Many televisions on the modern market are able to switch between the different standard systems, but you should check your TV's documentation first

From Thai customs...

http://www.customs.go.th/Customs-Eng/House...old#requirement

Both Thai and non-Thai residents changing residence into Thailand are eligible to bring used/secondhand household effects into Thailand, in reasonable quantities, free of taxes and duties. It is also required that the imported used/ secondhand household effects have been owned, possessed, and used in the country where the importers resided before returning to Thailand to resume residence.

In case where the household effects are electrical appliances e.g. radios, televisions, refrigerators, microwaves, ovens, air conditioners, etc., only ONE unit each of such items is eligible for tax and duty free allowance. However, if it is the family change of residence, TWO units each of the items will be allowed to bring in tax and duty free. Any excess unit shall be subject to regular taxes and duties, and Customs will place the items that have the lowest rate of duty under tax and duty exemption.

It is important that the used/secondhand household effects must be imported not earlier than one month before or not later than six months after the arrival of the importers. Under exceptional circumstances, Customs may extend the time limits for the importers.

Documentation

An Import Declaration Form (Customs Form No99/1);

A passport;

Nonresidents are required to submit the following documents:

The letter issued by the Immigration Department confirming that an annual temporary stay is granted;

A one-year (or more) work permit issued by the Department of Labor;

The letter from a relevant government agency confirming that a non-immigrant visa from the Immigration Department is granted and that working period in Thailand is not less than 1 year, for those entering Thailand as an expert, specialist, or under government contracts;

Thai Residents are required to submit an evidence of changing residence e.g. a transcript, reshuffle of positions, termination of employment contract, etc.;

A Bill of Lading or air waybill;

A Foreign Transaction Form if the CIF value exceeding 500,000 Baht;

An invoice (if any);

A Delivery Order;

A packing list or sale documents (if any);

A permit in case of restricted goods;

An application for taxes and duty free allowance; and

Other documents e.g. a letter of authorization (if any).

Clearance Procedures

When the importers arrive in Thailand, they have to contact the Customs office at the port of entry to clear the household effects from the Customs custody. They will need to prepare all documents as required by Customs to claim tax and duty free importation of the household effects and follow the processes listed below:

The importer/agent submits an Application for Tax and Duty Free Allowance, Import Declaration Form, and all supporting documents to the Customs office at the port of entry;

Customs verifies the documents and Application for Tax and Duty Free Allowance and charges taxes and duties on any household effects not eligible for tax and duty free allowance;

The importer/agent pays taxes and duties (if any) at the Cashier Division, and then contact the Goods Clearance Division; and

Customs inspects the imported household effects against the Declaration. If there is no discrepancy between the Declaration made and the goods inspected, all goods will be released.

Sunbelt Asia

02-642-0213

www.sunbeltasia.com

I was just at a International School on Thursday who is looking to expand their campus. Their minimum salaries are 100,000 Baht per month for the teachers. All teachers were British.

I know another International School the salary for the teachers is a minimum pay out of 80,000 Baht per month.

You have a period of six months which starts from the date that you initially entered Thailand on the retirement O visa, regardless whether you leave and re-enter Thailand after that date.

However, the deadline is somewhat flexible. If your personal items are due to arrive in Thailand more than six months after the entry date, you should inform Customs about this at least two months before the six-month deadline.

If, after entering Thailand, you have been granted a permit to stay for a year or more, your belongings will not be taxed. However, if your permit to stay is for less than one year, these items will be taxed 20% import duty plus 7% value-added tax.

If your belongings arrive while you are away, you can have them stored at the deep sea port, where I presume they will arrive. If you leave your items at the port longer than two months, you should inform Customs so they know that you will collect them later.

Remember Televisions are a consideration. Thailand is on the PAL-2, system B/G. Many televisions on the modern market are able to switch between the different standard systems, but you should check your TV's documentation first

From Thai customs...

http://www.customs.go.th/Customs-Eng/House...old#requirement

Both Thai and non-Thai residents changing residence into Thailand are eligible to bring used/secondhand household effects into Thailand, in reasonable quantities, free of taxes and duties. It is also required that the imported used/ secondhand household effects have been owned, possessed, and used in the country where the importers resided before returning to Thailand to resume residence.

In case where the household effects are electrical appliances e.g. radios, televisions, refrigerators, microwaves, ovens, air conditioners, etc., only ONE unit each of such items is eligible for tax and duty free allowance. However, if it is the family change of residence, TWO units each of the items will be allowed to bring in tax and duty free. Any excess unit shall be subject to regular taxes and duties, and Customs will place the items that have the lowest rate of duty under tax and duty exemption.

It is important that the used/secondhand household effects must be imported not earlier than one month before or not later than six months after the arrival of the importers. Under exceptional circumstances, Customs may extend the time limits for the importers.

Documentation

An Import Declaration Form (Customs Form No99/1);

A passport;

Nonresidents are required to submit the following documents:

The letter issued by the Immigration Department confirming that an annual temporary stay is granted;

A one-year (or more) work permit issued by the Department of Labor;

The letter from a relevant government agency confirming that a non-immigrant visa from the Immigration Department is granted and that working period in Thailand is not less than 1 year, for those entering Thailand as an expert, specialist, or under government contracts;

Thai Residents are required to submit an evidence of changing residence e.g. a transcript, reshuffle of positions, termination of employment contract, etc.;

A Bill of Lading or air waybill;

A Foreign Transaction Form if the CIF value exceeding 500,000 Baht;

An invoice (if any);

A Delivery Order;

A packing list or sale documents (if any);

A permit in case of restricted goods;

An application for taxes and duty free allowance; and

Other documents e.g. a letter of authorization (if any).

Clearance Procedures

When the importers arrive in Thailand, they have to contact the Customs office at the port of entry to clear the household effects from the Customs custody. They will need to prepare all documents as required by Customs to claim tax and duty free importation of the household effects and follow the processes listed below:

The importer/agent submits an Application for Tax and Duty Free Allowance, Import Declaration Form, and all supporting documents to the Customs office at the port of entry;

Customs verifies the documents and Application for Tax and Duty Free Allowance and charges taxes and duties on any household effects not eligible for tax and duty free allowance;

The importer/agent pays taxes and duties (if any) at the Cashier Division, and then contact the Goods Clearance Division; and

Customs inspects the imported household effects against the Declaration. If there is no discrepancy between the Declaration made and the goods inspected, all goods will be released.

You are right good Doctor.

The odds are though you won't get caught but it only takes one time and then its " Oh No" It's "ex-friends" who are the source, when most of the time someone is caught.

You can lead a horse to water but you can't force them to drink it.

translation...

We can only advise, it’s up to the person if they follow that advice. No reason NOT to be legal but some people in life, do crazy things…

I'll throw our hat into the ring. We have a British Lady who has been in real estate in Thailand for the last 8 years and is VERY much respected in the expat community. She has a wealth of knowledge about the property industry and will be happy to help.

www.property.th.com

As for legal, we have four licensed lawyers on our staff. We in fact are even sweetening our services till Valentines Day February 14th. The lawyer fees for forming a Thai company and visa are FREE if you acquire a home with us. That is either by renting or owning a home or apartment.

If you don't find a home or apartment with us, our services for forming a company are now just 3,900 Baht. No one is lower in Thailand! No hideen fees either, our reputation and name demands it.

Our fees to the buyer are always free on the real estate service as well, the professional fees come from the Seller for marketing for them on a worldwide basis.

Greg Lange

Managing Director

Sunbelt Asia

www.sunbeltasia.com

02-642-0213

looks like Thailand is getting more and more difficult to operate a business

I understand at first anyone might feel that way. But when you work with Thai official’s everyday like our firm does. You find the Thai system is very fair. There are legal ways to reach a solution in every case. Try to understand the best way for you would be complicated just like for most people being a Doctor. Years of training have gone into knowing the best answer to each case.

Tell us what concerns you. I’ll walk you though it. I’m not a licensed lawyer but my staff is…(four of them at this time and soon to be five licensed professionals). If I don’t know the answer, I’ll ask them and find out.

Greg Lange

Managing Director

Sunbelt Asia

02-642-0213

Yes. As long as they don't change the work permit rules as well.

Mega break is a good place. Couple friends who are pros visited me a month ago, and played there. I'm not a pool player but they said the equipment and atmosphere was top notch. The one friend owns a pool hall in Japan called “Alabama.” and was impressed. Their tournaments are well publicized, sure seems like a well run operation.

Steve,

Just so you know, the government fee for the Alien license on catagory 2 is 40,000 to 500,000 and catagory C is 20,000 to 250,000 Baht. Amity is just 22,000 Baht and $40.00 USA charge

The advantage also for Amity is for cases where domestic shipping must be at least 70% Thai. By regulation, insurance companies and insurance brokers must also be at least 75% Thai. In the case of a restricted business carried on by an alien, a minimum capital of Baht three million or greater is prescribed, to be specified in a ministerial regulation. In the case of businesses under Schedule 2, at least 2/5 of the directors must be Thai and a minimum of 40% of the shares must be owned by Thai persons (which may be reduced to 25% by Cabinet approval). Businesses under Schedules 2 or 3 may have conditions attached to alien licenses such as: minimum debt/equity ratio, number of alien directors resident in Thailand, amount and period of investment, technology and assets, etc.

Under Amity it can be 100% owned and no restriction on the minimum debt/equity ratio, etc and the minimum capital can be as low as one million. Amity still has clear advantages over applying for the more complex Alien license.

It appears that they have the same database than you (for Thailand) but with more data. For each company, in addition of the the other figures, they put the "Payroll" (which is an interesting figure...), the "Rent", and the surface of the building/venue (if relevant).

And last, they have a Keyword mode research. Which is very usefull.

You should upgrade your own website.

My IT guy is going to love you :-) Corporate's website does have a good search tool. Payroll and rent comes out of the Cash flow number so when we designed Sunbelt Asia's website, we left that data out. We input data on all the listings on 6 different websites! 380 Sunbelt offices did a total of 9,000 listings last year. We did 900 listings ourselves! So imagine our workload. Some of our Thai listings are quite detailed as you might find on www.businessesforsale.com Just not enough hours in the day to do everything.

The keyword we've been working on for two months. Good point and the IT guy is to get the year end bonus in the morning. Hmmm, something to talk about. :-)

Live there is not complicated either, right?

For people that go out and party every night it is. :-)

What about the size of the business and investment into the business, does it matter how much I paid?

It used to be 3 million. The interpretation of the law changed 5 months ago. Now its 1 million Baht registered capital for Amity.

Also how far in advance should I begin proceeding with the business and residency application.

Two months before you arrive is wise.

In addition, is the treaty allowed me to purchase property as well.

You cannot own land. You can own a condo. You could lease the land on a 30 year leasehold or acquire 39% of the land with a Thai company that was not formed under Amity.

See you in Bangkok. Feel free to e-mail us.

I own my own business with Thai "partner". Everyone is telling me that I need to declare 60,000 baht per month income, but I use a 1 year multiple entry Non-immigrant visa. Not a true one year visa. Do I need to declare this much income?

No. Thats the law. You only have to declare 30,000 Baht if you're single.

Thank you for your letter Christophe.

We know that there are tought rules for foreigners in order to create a company in Thailand (number of thai shareholders, amount of shares etc.)

Not really. Our lawyers do it 5 days every week. It's what they do and we find that every case is different. But in every case, their is a solution to do it legal.

So why on your site you dont' specifiy the type of the "structure" (limited, partnership etc.) for each of the business you have on your sell list ?

Because 99% of the listings are acquired with someone forming a new corporation and acquiring the assets( trade name, equipment, inventory, good will) Very few of our listings are ever acquired in a share transfer. We don't advise it.

And why you don't specify the structure of the capital (number of thai shareholders for example) ?

Same answer. What it was going on before, how much the corp set up of capital, shareholders is meaningless if you form a new corp and acquire the assets.

mean, OK I can invest and buy an existing thai company, but what's the point if I can not own legally this company ????

I understand what your concern is but we have four full time licensed lawyers who will form a legal corporation. No matter what nationality you will control it either through BOI, Amity, using voting Rights, Alien License, MD power to bind the company or with two separate Thai Corps owning each other. Every solution is legal. Our lawyers knows the laws and its how our lawyers advise that you're comfortable but also the Thai government is comfortable as well. That is our commitment to advise the best legal solution to your case. Our professional fees you'll find is the lowest in Thailand.

Regards,

Greg Lange

Managing Director

Sunbelt Asia

www.sunbeltasia.com

But that amount of money has to be his income from abroad? that he brought with him? Or doesn't matter and just depends on the officers?...

Expected to be his income but who really knows? Should be from abroad but depends if the officer ask for proof or not. Proof is the Tor Tor Som( receipt from the bank when a bank wire is received from overseas) The officer should ask for it, but maybe he won't. 70% chance IMHO he'll ask. If he does, then could his relatives help out and send funds?

The bottom line is if you love him and are serious, I know money does not seem important. But he should be able to support both of you. What kind of skills does he have? Maybe I can help with some ideas who to contact. No promises but I try to help. PM me if you like.

Regards,

Greg

I'm not sure if a foreigner can OWN AND LIVE in Thailand.

As an American under the Amity treaty you can own a Thai business 100% by yourself or 99.99% along with 6 other shareholders( any nationality)

If you are not an American, you can still control and bind a limited company even being a minor shareholder.

Living here and getting a work permit with your acquired business is not complicated. We have four licensed lawyers who will help you. Legal fee of 9,500 Baht is what our legal department charges.

Regards

Greg

www.sunbeltasia.com

And a 1-yr visa doesn't mean ...a non-immi visa right? or i'm confused? 

A one year visa is a non-immigrant visa. You don't have to leave the country every 90 days.

If you do a multiple entry non immigrant one year visa. You don't have the same rules but leave every 90 days for 5 minutes.

they said you got to have at least 400000bth in bank acct to be able to get married rite?

The Amphur may want to see some income. No problem if your money is one account.

On the one year visa based on marriage then under the new laws, yes he'll need 400,000 Baht proof. Having to show the Tor Tor Som as proof. It will be up to the officers mood.

Review our site and if this is of interest.... Please e-mail me your resume if you have a business background. I may have a job opportunity for you. We have five offices in Thailand, Chaing Mai, Phuket, Koh Samui, Pattaya and Bangkok.

Regards

Greg Lange

Managing Director

Sunbelt Asia

www.sunbeltasia.com

[email protected]

Execute an asset purchase agreeement, but do not execute a share sale/transfer transaction.

Steve summed it up. Amen!

How bout this as well... criminal liability!

We have done some share transfers but these were excellent companies that had a track record. In the share transfer agreement, many of these points of liability were covered and the seller was responsible. The only reason to ever do it was the a long term lease that could not be assigned or contracts with multi nationals that they felt would not transfer over to the new buyer easily.

A asset agreement favors the buyer anyway for tax versus the share transfer.

Risk and reward in everything in business but to buy a shell company for 5,000 Baht is like putting a gun to your head. It only cost 7,500 Baht for a new company on the legal fees.

You are smart to ask the question before doing this. I applaud your wisdom in doing so.

Regards,

Greg Lange

www. sunbeltasia.com

[email protected]

Pornsilp Patcharin-natakul, secretary-general of the Joint WTO Committee, said that unlike Pornsilp Patcharin-natakul, secretary-general of the Joint WTO Committee, said that unlike American investors, Thai investors were not able to benefit in a similar fashion as they had not the capability to invest in the US.

Thank God this is old news and was before the APEC. Its now going to be in the Free Trade agreement.

http://www.usa.or.th/embassy/amb_rem/amb121703.htm

However with all due respect, Pornsilp Patcharin-natakul, should investigate more into the E-2 visa. More Thais have use this privilege than Americans applying under Amity. Americans get Amity and they get E-2. Not one year since 1966 has more Americans been approved than Thais for owning a business in the other country. The Thais have clearly benefited. The third largest Thai community in the World is not in Thailand, its in Los Angeles! If you put all the Americans in Thailand, it would be less than any city here... around 30,000.

The USA and Thailand has had a good relationship over the years. Its important we maintain our friendship for both countries.