so i want to buy a business - legal question

[dirkjones]

Hello i'm based in Chiang mai. I'm from America and i understand the basics of the 49% ownership Requirement.. I have 1 main question If i'm buying a business do i need to invest 2 and 3 million baht the same way i would If i were to start a new business? is the process of owning similar to starting a new business or is it completely different far as legal requirements

[simon43]

I'm from America and i understand the basics of the 49% ownership Requirement..

If you are from the USA, then in most cases you can own 100% of the Thai business (Google for the Thai-American Amity Treaty). So if you are buying an existing Thai limited company business, then you can own 100% of the shares. AFAIK, you don't need to inject any new funds into that business - you just need to pay the funds to buy the business and then change the shareholding arrangement so that you (or you and other USA citizens) are the sole shareholders, with no Thais involved.

[Swiss1960]

It is different. You buy an existing business with existing shares and shareholders and eventually existing assets.
Therefore you will make a contract for buying the company at an agree upon price and it will include the turnover / sale of all shares to the new shareholder of your choosing - and of course of all eventual assets


Sent from my CPH1821 using Thailand Forum - Thaivisa mobile app

[edwardflory]

Thai -American Amity Treaty, 100% AMERICAN ownership and treated as a THAI company.  BUT, some restrictions still apply including the Thai  employee requirement.  Best to get a international lawer company who KNOW  about the Treaty and requirements.

[KhaoYai]

I thought the Amnity Treaty concessions had finished no?

[edwardflory]

6 minutes ago, KhaoYai said:

I thought the Amnity Treaty concessions had finished no?

Check with US Embassy

[Destiny1990]

Even though these Yanks got a much more fair of a deal in regard with Company ownership rules in fairness i never met an American with a Company here..While i know a dozens of Europeans with some sort of a shareholding complicated Company here barely making money but that’s another story.

[impulse]

With all due respect, if you need to ask this kind of question, you need to get professional counsel from someone who isn't trying to sell you something.  

 

Any advice you get here will be unreliable.  Some of it is spot on.  But figuring out which is spot on and which is dangerous is no easy feat.

 

And any advice from someone trying to sell you a business/ condo/ real estate/ imported motorcycle/ etc. is likely to cause heartache down the line.

 

And from the tone and details of your question, you seem to be interested in the visa component of investing in a business, which opens yet another Pandora's Box.

 

Edited June 12, 2018 by impulse

[inThailand]

Careful due diligence is needed. Your not only buying goodwill, assets but also any debts, liabilities, judgements or legal problems. 

[timendres]

I strongly recommend that you consider not purchasing an existing company.

Establish a new company, then purchase the assets of the existing company to be assigned to the new company.

You have no idea what scorpions might be lurking in the accounting and history of the existing company.

Better to have a clean slate.

[khunPer]

On 6/11/2018 at 10:31 AM, dirkjones said:

I have 1 main question If i'm buying a business do i need to invest 2 and 3 million baht the same way i would If i were to start a new business? is the process of owning similar to starting a new business or is it completely different far as legal requirements

American citizens have special rules as mentioned by @simon43 in post #2, check the before you make any decisions.

 

The normal capital demand for a foreigner's Work Permit is 2 million baht in (paid-in) shareholder capital, not the actual price paid for "second-hand" shares; however you still need three shareholders in a company limited, and for any other foreigners than US-citizens only 49% can be held/owned by foreigners...?

[TravelerEastWest]

5 hours ago, timendres said:

I strongly recommend that you consider not purchasing an existing company.

Establish a new company, then purchase the assets of the existing company to be assigned to the new company.

You have no idea what scorpions might be lurking in the accounting and history of the existing company.

Better to have a clean slate.

Very clever idea.

[inThailand]

7 hours ago, TravelerEastWest said:

Very clever idea.

Having a Thai company provides most with two key advantages. Ownership of the property vs putting it in the gf's name and two when you sell it. By transferring company shares you avoid the about 6% fees and taxes from the Land Office. But your right you really need to do good due diligence on the existing company to avoid surprises. This is easier said then done for most attorneys here are lazy and hopeless. 

[dirkjones]

thanks for all the input 

[dirkjones]

So im currently doing research on starting a business. This forum is 1 of the resources i'm using. Of  course when i'm closer to being ready To open a business i will consult a Lawyer in full 

[dirkjones]

From what i've been reading says i said 2 million baht to start a business. Is that accurate?

[Swiss1960]

2 hours ago, dirkjones said:

From what i've been reading says i said 2 million baht to start a business. Is that accurate?

 

NO, NOT ACCURATE... you should really read more or talk to a lawyer beforehand... 

 

2 Million is the amount of shares you need to register for a new company in order to provide you with the possibility of getting a work permit for you - always assuming that you fulfill all the other legal requirements like number of Thai employees for which you pay social security etc. 

 

and THEN, the real cost of starting a business come on top... like purchasing a restaurant or a bar... like purchasing whatever inventory your company needs to make products and sell... like acquiring or renting a business location... like purchasing whatever furniture, computers,  machines etc your business needs.