Ltd. Partnership Vs. Ltd. Company

[Rossi]

Hi.

I already read a lot in this forum about company formation, work permits and so on, but for my special case I have to admit that I still don't see clear. Here is what I am planning to do:

I will run an online shop from here (Thailand), so I will actually be exporting goods. I don;t know if there is a difference in doing wholesale or just selling small quantities to end customers, but I guess that legally it will be the same. My girlfriend will help me with that business and we will also marry soon. My problems are the following:

1) I know that if I make a partnership with my girlfriend I will not have the full control on the business. I think this is not a real problem, as there are no assets. What we have are some domains, probably a computer, which don't have necessarily to be part of the company, so actually there is no cash or assets at all involved. Even the software, domains, server,... nobody but me knows the passwords, so there is not much risk here!

2) I know that I can't sign at the bank. Also this shouldn't be a problem, as all the money from the customers will be paid in a european bank account. I need a bank account in Thailand only for official purposes like tax or so.

3) I read that I will have full liability. OK, might be is an issue. What does this mean exactly? Liability for what?

4) If I want to have a work permit, I need to have a registered capital of 1 million baht when I'm married for a Limited Company. Does this apply also for a Ltd. partnership or not? If so, can this registered capital also be "know how" for the Ltd. Partnership? I remember that for the Ltd. Company this is possible.

5) I remember that there were some special regulations for export business? What was that and does it affect me?

6) Do I need to get payed a minimum salary as a european citizen if I go for a work permit. Is this minimum salary the same for both structures?

7) What minimum costs and how much work does a Ltd. Partnership cause compared to a Ltd. Company? I mean the accounting and so.

FINALLY: What would you experienced guys suggest me to do? I really don't expect a problem coming up between me and my wife or her parents (Just in case of her death). And even if she would really try to set me up, what could she probably do? She don't know any passwords nor would she what to do in case she would get the passwords. So I don't see much trouble to come from that side. My main interest is to keep the costs as low as possible, as I honestly don't expect much money to come in from the business in the first months. I want to get a work permit to be legal, but I am not eilling to spend hundreds of dollars a year just for the accounting.

Hope to get some help on this topic,

Rossi

[Rossi]

Hey guys,

really nobody here that can help me with this?

Rossi

[rogerinthai]

I already read a lot in this forum about company formation, work permits and so on, but for my special case I have to admit that I still don't see clear.

The information you read may be dated - because they started to change the laws again and again, you know.

I will run an online shop from here (Thailand), so I will actually be exporting goods. I don;t know if there is a difference in doing wholesale or just selling small quantities to end customers, but I guess that legally it will be the same.

Theoretically correct, practically different. But leave that aside for now.

2) I know that I can't sign at the bank. Also this shouldn't be a problem, as all the money from the customers will be paid in a european bank account. I need a bank account in Thailand only for official purposes like tax or so.

And where will your salary come from? If the company has no income it cannot afford your salary - this may smell very fishy to Revenue Department / Ministry of Labour.

3) I read that I will have full liability. OK, might be is an issue. What does this mean exactly? Liability for what?

If someone sues the partnership, you are personally responsible. In a Co., LTD, the company needs to pay (or debate the case in court), not you.

4) If I want to have a work permit, I need to have a registered capital of 1 million baht when I'm married for a Limited Company. Does this apply also for a Ltd. partnership or not? If so, can this registered capital also be "know how" for the Ltd. Partnership? I remember that for the Ltd. Company this is possible.

The know-how story is a joke. Buttom line: you need to have the money, don't try to go around it in ways that will cause more problems in the future.

5) I remember that there were some special regulations for export business? What was that and does it affect me?

Export is one of the only businesses that can be 100% foreign-owned. You need to apply for a customs import-export card - a very simple procedure.

6) Do I need to get payed a minimum salary as a european citizen if I go for a work permit. Is this minimum salary the same for both structures?

No, only if you want to have an Exension of Stay.

7) What minimum costs and how much work does a Ltd. Partnership cause compared to a Ltd. Company? I mean the accounting and so.

Lower costs, lower setup fees, less bullshit.

my main interest is to keep the costs as low as possible, as I honestly don't expect much money to come in from the business in the first months.

You want to keep minimum costs, don't open any legal body in Thailand. It is as simple as that. If your purpose is to live in Thailand, and you don't really have optimistic income expectations - find another way to stay in Thailand, and don't get into the Labour-Tax system. Good luck.

Edited February 1, 2007 by rogerinthai