Private limited company / majority hold by thai

[poobaisle]

Hi, I would like to have some feed back based on your experience of setting up a private limited company in Thailand as non US-Citizens. I am still confuse about the practice of the minimum registered capital required for a private limited company where foreign shareholders do not hold more than 49% of the shares. Sometimes it says it needs to be 2 million baht minimum unless your wife is Thai it can be only 1 million baht. Also, in some case shareholders can bring only 25% of the registered capital some other times legal website indicate that the paid in capital must be 100% of the registered capital... because one of the shareholder is foreigner (even though holding less than 49%). It is quite confusing.  

Another part that is also not so clear is when the foreign shareholder is director. I understand, he then needs to apply for a work permit and the fact he is employed by his own company required the equivalent to 4 Thai citizen employements within the year of incorporation. Does it mean the fact that a foreign shareholder is director means he needs a work permit ?

I know many of you will tell me that I need to see an attorney, get legal advice etc.. which I did of course. Nevertheless, I am interested to have feed back from people who had the same questions in mind and found the answers.

Thank you guys !

[THAIJAMES]

Most of the statements and questions that you have made are not requirements to setup a company, but are questions that have to do more with immigration.

 

So the answers would depend on what kind of visa you hold or expect to apply for.

 

To be a director of a company, means that you will need to sign documents.  In Thailand that requires a work permit.

 

4 employees depends on the type of visa.  This is an immigration issue as you can get a work permit from the employment department without the 4 employees.

 

1-2 million capital.  this is an immigration issue depending on type of visa being applied.

 

Nowadays the capital needs to be paid up, meaning you need to show the amount in a bank account or assets that have been purchased.

 

So for a better answer, you need to provide us with the type of visa you hold or wish to obtain.

[blackcab]

On 08/04/2018 at 8:59 AM, THAIJAMES said:

To be a director of a company, means that you will need to sign documents.  In Thailand that requires a work permit.

 

Strictly speaking, a director may never have to sign documents if there are other directors who are able to sign.

 

In this case, however, I believe the OP wants to be an active signatory, so your advice is very sensible.

[KittenKong]

Strictly speaking, a director may never have to sign documents if there are other directors who are able to sign.

In this case, however, I believe the OP wants to be an active signatory, so your advice is very sensible.

Being chairman of a condo building committee equates to being a company director, as indeed does being on the committee at all. Committee members, notably the chairman, are also called upon to sign various documents and cheques. However it has been stated publicly by Chonburi Immigration that a WP Is not required for this, and I've never heard of anyone being penalised for having done so without a WP.

As usual in Thailand, much more clarity is needed. Rules need to be clearly formulated in English and published extensively for all to see.

[blackcab]

1 hour ago, KittenKong said:

Rules need to be clearly formulated in English and published extensively for all to see.

 

We come from a background of legal precedent and certainty, and we see the value in knowing exactly where we stand. However with certainty comes inflexibility.

 

As you know, in Thailand the culture is built on compromise. Well defined and certain rules are inflexible, which makes compromise difficult.

 

There is benefit to both approaches. Knowing exactly where you stand is good, but then again so is flexibility.

 

Clearly formulated rules would require a culture shift by Thai people, which I don't think is going to happen.

 

Their system works for them.

[THAIJAMES]

In the old days I never had a work permit as the managing director of my company and could sign all documents.  About 20 years ago, immigration started requiring them.

 

Immigration is unlikely to do anything about you being a member of a condo committee or you being a managing director of a company and signing documents.

 

However if you want a business visa to stay in the country based on your company, they might issue you an initial visa, but they are unlikely to renew it if you do not get a work permit.

 

That was my case 20 years ago when they said I can no longer apply for a non-o business visa based solely on being managing director and that I needed to have a work permit.