.png.3b3332cc2256ad0edbc2fe9404feeef0.png)
Sunbelt Asia
-
Posts
4,286 -
Joined
-
Last visited
Content Type
Forums
Downloads
Quizzes
Posts posted by Sunbelt Asia
-
-
The Labor Department, does, in fact, visit work premises these days, to see if you and your Thai employees are working there. In many cases, Thai employees are being interviewed to make sure they are indeed working.
If you only need an office but do not need to rent full premises then an executive desk is the best option for you, it gives you an office to work out of, with internet and a receptionist and gives your employees a place for meetings, paperwork etc.
-
You need to check your initial contract to determine how it was agreed that notification of termination would be made. The standard is generally that written notification of termination (not an email) is required. Emails can only be used as a supporting document in this case. However, if you agreed to a phase by phase payment on work his refusal to pay for work agreed to in the original contract on schedule as required would be considered a breach of contract on Mr X's part.
For defamation/libel: you would need to print the screen which has all the wordings, comments and pictures. Then report to the webmaster to the remove the defamatory content. If not removed, you would then need to make a police report (แจ้งความ – jang kwam) and show the printed article to support your claim. It would now be the police’s duty to press charges against him. This is also in violation of the Criminal Act (Section 326) which stated that “Whoever imputes anything to the other person before a third person in a manner likely to impair the reputation of such other person or to expose such other person to hatred contempt is said to commit defamation. The penalty for such offence are imprisonment not exceeding one year or fine not exceeding twenty thousand baht or both”.
In regard to the threats: print out the emails and make a police report, this process would be different to above mentioned procedure where the police would record this report onto their daily incident report and, if something happened to you the person who sent the email would be treated as a suspect.
-
The simplest course of action is to establish a company with the use of a commercial address as that specific landlord would be able to provide supporting documents that simplify the establishment process. If you would like to use a private address then the landlord would have to agree to this, some landlords are reluctant to do so as it increases their tax burden.
If your girlfriend is the homeowner then you must, in addition to the tax issue, clearly display your company name in front of the house as well as assign a space for the company's office.
Since the company would be based in Chachoengsao but the actual location for work is in Bangkok you would be violating the Foreign Labor Act for working outside the permitted location as the main concern is that it is the premises where you, as the foreigner, work.
Once you have secured your initial address, as well as the premises for your business operation you could either:
1. Add a branch office onto
a. Company’s Affidavit (Ministry of Commerce)
b. Tax and VAT registration (Revenue Department)
c. Social Security Funds (Labor Department)
d. Work Permit (Labor Department)
OR
2. Move your company’s head office from the initial premises to the newly rented premises, such a move will require a report to the following government sectors:
a. Company’s Affidavit (Ministry of Commerce)
b. Tax and VAT registration (Revenue Department)
c. Social Security Funds (Labor Department)
d. Work Permit (Labor Department
However, both of these are far more difficult than the easiest path which would be to open your initial premises in Bangkok using the same set of paperwork but only required this once, and with one set of employees rather than one in each province.
Sunbelt Asia offers a full service office with free high speed internet, receptionist and the necessary paperwork all at a convenient Sukhumvit location
-
You need to check your initial contract to determine how it was agreed that notification of termination would be made. The standard is generally that written notification of termination (not an email) is required. Emails can only be used as a supporting document in this case. However, if you agreed to a phase by phase payment on work his refusal to pay for work agreed to in the original contract on schedule as required would be considered a breach of contract on Mr X's part.
For defamation/libel: you would need to print the screen which has all the wordings, comments and pictures. Then report to the webmaster to the remove the defamatory content. If not removed, you would then need to make a police report (แจ้งความ – jang kwam) and show the printed article to support your claim. It would now be the police’s duty to press charges against him. This is also in violation of the Criminal Act (Section 326) which stated that “Whoever imputes anything to the other person before a third person in a manner likely to impair the reputation of such other person or to expose such other person to hatred contempt is said to commit defamation. The penalty for such offence are imprisonment not exceeding one year or fine not exceeding twenty thousand baht or both”.
In regard to the threats: print out the emails and make a police report, this process would be different to above mentioned procedure where the police would record this report onto their daily incident report and, if something happened to you the person who sent the email would be treated as a suspect.
-
It is important to note for those interested in trading stocks that the Labor Department does not require you to have a work permit to do so, either in front of your computer or at the broker's office. However, since a company would be required to open the trading account initially, you would need a work permit for that.
If you wish to trade stocks more easily, a better solution is to open an account outside of Thailand and then there is no need to obtain a work permit.
E-mail us for a contact in Thailand that can help you, they are a manager with a international firm here. Sunbelt Asia, however, shall not be held responsible for any trading profits or losses incur from this introduction.
-
If you are setting up a company in order to run a business, then the 30 year lease is an option but it is not legal to set up a company simply to purchase land.
The 30 year lease offers you a wide spectrum of rights and you can build and own a house on the land if the lease stipulates it, however the maximum lease agreement is 30 years. While a lease agreement can contractually obligate the landlord to a second 30 year lease it requires the Landlord to go to the Land Office with the lessor to register the second 30 year lease. If the landlord dies before this, his heirs are not contractually obligated to renew. A 30 year lease must be registered at the Land Office on the back of the Title Deed or Certificate of Use and by doing so, any potential buyers will then know the obligations of the lease on the property. If a third party buyer was to buy the land, the tenants rights would be acquired for the remainder of the term of the lease.
A usufruct grants the user a lifetime use of the property, even allowing the usufructary the right to lease the property that would remain legal even after his death. You can also add others to the usufruct, such as your children and then the usufruct would extend to their lifetime. With a usufruct agreement you are registered on the title deed. The property cannot be sold, mortgaged or transferred without termination of the usufruct. The usufruct would be registered with a 1.5% tax of the value of the benefit (since you are not married to a Thai).
You could consider talking to the landowner and setting up the usufruct with him or her directly as this would be the safest way to obtain legal use of the property with a low risk factor.
If your wife purchased the land and then put you on the usufruct, the Land Department would most likely consider this as a gift from a loving wife and either no or nominal fees would be involved.
Sunbelt Asia can help draft a legal usufruct and obtain the yellow house registration book.
-
While you can sell your shares in your Thai company to a Thai person, the transition could be a risky period as the new owner may not agree to register the new lease.
If the lease is registered under the new owner, the company would have to declare the monthly rent as income and pay taxes on it. Since the purpose of a company is to do business and generate a profit the rent collected would have to be a reasonable amount to be accepted by the Land Department and the Revenue Department. If, over the course of a year, the company incurred more expenses than profit the company could claim the monthly tax back but it is normally held by the Revenue Department as a tax credit.
If you are the Director of the company yourself and try to lease the land to yourself, the Land Department would not allow this lease agreement as it would be considered a conflict of interest.
As a shareholder in the company, you may find the Land Department scrutinizing your company and again, not allowing the lease agreement.
-
You can follow two courses of action, either a 30 year lease which will require a new lease after 30 years or a usufruct which may be for your natural life and does not need renewal.
The 30 year lease offers you a wide spectrum of rights and you can build and own a house on the land if the lease stipulates it, however the maximum lease agreement is 30 years. While a lease agreement can contractually obligate the landlord to a second 30 year lease it requires the Landlord to go to the Land Office with the lessor to register the second 30 year lease. If the landlord dies before this, his heirs are not contractually obligated to renew. A 30 year lease must be registered at the Land Office on the back of the Title Deed or Certificate of Use and by doing so, any potential buyers will then know the obligations of the lease on the property. If a third party buyer was to buy the land, the tenants rights would be acquired for the remainder of the term of the lease.
A usufruct grants the user a lifetime use of the property, even allowing the usufructary the right to lease the property that would remain legal even after his death. You can also add others to the usufruct, such as your children and then the usufruct would extend to their lifetime. With a usufruct agreement you are registered on the title deed. The property cannot be sold, mortgaged or transferred without termination of the usufruct. The usufruct would be registered with a 1.5% tax of the value of the benefit (since you are not married to a Thai).
Sunbelt Asia can help you draft and register the usufruct and obtain a Yellow house registration book.
-
Once the transfer of ownership of the condominium is registered the Land Office issues an official receipt specifying tax, duty stamps, specific business tax (if applicable) and registration fees paid upon transfer and the official Sale and Purchase Agreement. You must submit these documents to the bank for approval to repatriate the amount shown in the official Sale and Purchase agreement if the amount is greater than the equivalent of $US 20,000
-
Submitting a patent application requires that the application be compliant with quite a few regulations and must qualify in the following manner:
For an invention to be patentable, it must
Have novelty
Involve an inventive step
Be capable of being made or used for some kind of production activity
The revised Patents Act lists the following as not patentable:
Microbes and any components thereof which exist naturally; animal, plant and extracted substances from animals or plants
Scientific or mathematical rules or theories
Computer programs
Methods of diagnoses, treatment and care of human and animal diseases
Eligibility for submitting patent application:
(1) being a Thai national or a juristic person having its headquarters located in Thailand;
(2) being a national of a country party to a convention or an international agreement on patent protection to which Thailand is also a party;
(3) being a national of a country which allows Thai nationals or juristic persons having their headquarters to apply for patents in that country
(4) being domiciled or having a real and effective industrial or commercial establishment in Thailand or a country party to a convention or an international agreement on patent protection to which Thailand is also a party.
Every application for a patent must have:
(1) a representation of the design
(2) an indication of the product for which the design is to be used
(3) a clear and concise claim
(4) other items prescribed in the Ministerial Regulations
The Department of Intellectual Property at the Ministry of Commerce is found at
44/100 Sanambinnam Road
Bangkraso, Muang Nonthaburi
Nonthaburi, Thailand 11000
Contact : 662-5474620
Sunbelt Asia has experience submitting patent and trademark applications and are knowledgeable in the ins and outs of patent applications and may be able to assist you should you need help.
-
The foreign earned income exclusion covers the first $US 92,900 earned in a year (for 2011) so long as the person qualifies for it under IRS regulations, found here: http://www.irs.gov/businesses/small/international/article/0,,id=97130,00.html
Thai Personal Income Tax Rates for Thailand can be found on their website and are as follows
Taxable Income / Marginal Taxable Income / Tax Rate (%)
0 - 150,000 (2008 onwards) / 150,000 / Exempt
150,001 - 500,000 / 350,000 / 10
500,001 - 1,000,000 / 500,000 / 20
1,000,001 - 4,000,000 / 3,000,000 / 30
4,000,001 and over / 37
-
All lawyers have their own templates for lease agreements but the final agreement almost always ends up with changes due to negotiations between the two parties.
In order to ensure that your lease agreement is fully legal and enforceable it is better to have a law firm draw it up. Sunbelt Asia has extensive experience in drawing up legal contracts and can assist you in this matter if needed.
-
If the American friend were to set up an Amity company he would be required to obtain a work permit as Director, this would require 4 Thai employees. To then obtain a work permit for you, another set of employees would be necessary, bringing the total to 8 Thai employees for two work permits.
A much more economical way to get a work permit would be to set up your own Thai company with a 49 % shareholding by you and 51% by Thai nationals, with three total shareholders (the 7 shareholder requirement has changed) then you would only need 4 employees to obtain a work permit, 2 may be possible in the first year, (depending on the Labor office) however four will be required the second year.
The company would then manage the properties of the American friend; collecting rents and undertaking repairs for the tenants.
www.sunbeltlegaladvisors.com
-
If the shareholder is a director of the company then, depending on the bylaws of the company, it is possible he can be voted out as a director at a shareholders meeting. However, it is not possible to remove a shareholder without buying out his shares as they are the personal assets of that shareholder.
While this covers the main issue, to answer anything further would require alot more information. Consulting with a lawyer would be helpful in resolving disputes of this nature. Sunbelt Asia has extensive experience in handling company issues.
-
There is no direct export category for the exportation of coconut milk, it would fall under the regulations of either the category of A)Coconut> either fresh or dried or B ) Canned Food. And while there are currently no restrictions to export coconut products out of Thailand you will need to check the regulations for the destination country as each country will have different standards and requirements for food products.
-
While its difficult to say exactly what could be done to help without knowing the details, such as what is your message on this website, we have experts in this field for Thailand and will be happy to assist you in any way we can.
Our professional fee for a review is 4,000 Baht.
I have sent you a PM with email details should you wish to discuss this with us in depth.
-
If either you or your wife are the co-director then you can go to the Ministry of Commerce to request a certified copy of the company documents. If you send someone then a power of attorney would need to be given to that person in order to request the certified copies.
Sunbelt Asia can assist you in this matter and in also getting a new company stamp made.
-
Buying into a limited partnership is not recommended since the Managing Partner, or the one with majority ownership, has control over the company. However, the Managing Partner also carries unlimited liability while the Investor partner (minority holder) has limited liability. The unit of ownership in a Limited partnership does not use shares but amount of investment (in Baht). 51/49% Thai/foreign ownership of a limited partnership is no longer allowed and a higher percentage on the Thai side is now being required.
When both partners would like to represent the company they would both be Managing Partners but they would need to add a third investor partner who would then have limited liability. It is also possible for the minority owner to have signing rights but only one signatory is allowed in a Limited partnership.
An alternative course of action would be start a Limited Company and sell the assets of the Limited Partnership to that company. While technically a limited partnership can be converted to a limited company, it is very rarely allowed and the easier course of action would be to establish a new limited company.The Authorized Director could also be stipulated as having limited liability and to also establish different classes of shares to limit voting rights.
-
Sole proprietorships cannot be transferred to another party. The seller could sell the assets along with the trade name but the buyer would have to start a new sole proprietorship in their own name. The seller would have to de-register the trade name in order for the buyer to register the name.
-
The requirements for the company regarding capitalization and number of employees are the same when applying for a second work permit, however the first employer must issue a letter on their letterhead allowing the second employer to be added to their work permit.
-
A sole proprietor can engage in virtually any business permitted by law, unless there is a special law to the contrary. For example, a sole proprietor may not engage in finance or insurance activities as these are restricted by law to limited companies. However, a sole proprietor can act as an insurance broker for an insurance company with the proper licensing. If the sole proprietor wishes to engage in import/export activities then a license would be required, which is also the case for other business activities that carry licensing requirements. In the case of importing or exporting, an import/export paperless license can be obtained within a few working days.
Sole proprietorships engaged in the sale of goods, auction sales, transportation, money lending, quasi-banking services, handicraft industries and hotels must register their commercial activities at their Local District Office.. Most service related occupations are exempt from commercial registration.
The sole proprietor must acquire a taxpayer number. A VAT certificate is required if the yearly income from the business is in excess of 1,800,000 Baht.
When registering the sole proprietorship, certain documents are required including a copy of the house registration book of the business address, signed by the owner of the property. The Sole Proprietorship should be registered at the actual business place and the property can be owned by the sole proprietor. A map of the business address and a letter of consent signed by the owner of the business address will also be required.
A sole proprietor is restricted to only one trading name, but should the Sole Proprietor wish to have another Trading Name, another Sole Proprietorship Registration can be made but it must be under a different sub-category of business.
It is possible for an American national to register a sole proprietorship under the Amity Treaty, an agreement signed between Thailand and America in 1966.
It is important to note that the sole proprietor carries full liability and does not share the same limited liability protection that a limited company does.
While registering a sole proprietorship for a Thai national is a relatively straightforward and easy task Sunbelt Asia has extensive experience with both this and obtaining the required export/import licenses should difficulties arise.
-
To open a Thai Limited Company you must have three Promoters (which will also become shareholders once the company is established), one of which must be Thai if the business sector is 100% foreign owned and depending if you apply for BOI, Amity treaty or the alien business license. The Ltd Company must file a memorandum of association, convene a statutory meeting, register the company with the government, and obtain a company income tax identity number/card. They are also required to follow accounting procedures as laid out in the Revenue Department and Department of Business Development (Ministry of Commerce). Companies are required to withhold income tax from all regular employees as well as to withhold income tax from services consumed.
A physical address is needed, generally a house or condo is not allowed. Capitalization fees are 500 baht per 100,000 baht of capital. Your wife is Thai so the registered capital needs to be at least one million. You will need to pay in at least 25% of your registered capital within 90 days of registering your company either by cash, assets inventory or equipment. To pay up your registered capital by assets you would be required to transfer the designated assets into the company’s name (once the company is registered). You will need a company seal.
If you wish to obtain a work permit you will need at least two Thai employees the first year (they may temporarily relax the 4 Thai employee rule per work permit) and four Thai employees in the second year. The usual required paid-up registered capital must be 2 Million Baht for 1 work permit. Marriage to a Thai spouse can be advantageous in reducing the required paid-up registered capital from 2 Million to 1 Million baht for 1 work permit as well as reducing the number of Thai employees to two in the first year.
You should consider talking to a lawyer before starting this procedure, Sunbelt Asia has extensive experience setting up Limited Companies. Without the proper guidance, pitfalls may and have occurred.
-
All developers are required to have a juristic board and common area fees are normally imposed by that board and will be included in your sales contract/home owners handbook.
Generally, when accepting the ownership transfer of the house or condominium unit, apart from the house/condominium final payment, you would also pay the Sinking Funds and Common Property area fees. The Sinking Funds are one time payment while the common property area fees are calculated based on the number of Square Wah (for house) and Square Meters (for Condo). The project’s policy and regulation in collecting this can vary as some will collect one year in advance while others may collect 2 years in advance.
Once the 1 year or 2 years in advance payment is ended the Juristic Management may either collect on a monthly or an annual basis.
The common property area fees that are collected are for the purpose of maintaining the public or common area, garbage collection, security guards, as well as the running costs of the juristic management team.
Even though the pool is not your property it is considered part of the common area where each home owner is equally responsible for it (in the proportion of the number Square Wah/Square Meters), even if they are not using or do not intend to use that specific facility. You may refer back to the Village/Condominium Hand Book (Rules and Regulation) where there would be rules to govern the village and to which, each home owner must comply.
-
The safest option to protect your interests is to set up a company in which you own less than 50% of the shares. Since you would be a minority shareholder and the company would be majority owned by Thai nationals there would be no restrictions on land leases.
Provided you do not sign any documents, you will not need a work permit. If you wish to manage the company, however, restrictions may apply as farm supervision is one of the restricted activities for foreigners. Legal advice on how to proceed would be recommended.
Only Registering A Company
in SME Business in Thailand
Posted
You can apply for the trademark as an individual without needing a company. However, once you decide to commence business in Thailand you will need to establish a company and then transfer the ownership of your trademark to the company.