Starting a business in Thailand

[briansbiology]

Hey folks, I am about to open a business here and I was wondering how many have experience doing so? specifically the problem of required 51% Thai national ownership. I was going to use my sons as co-owners but apparently they must be above 20 years old. I am aware that there are companies that will be silent partners (51%) and allow me to retain control over the business as well as collect the profits. I am interested in hearing of peoples interactions with these agencies and any other advise is more than welcome! 

[Pilotman]

I don't want to start yet another debate on starting and using a Thai company,  as all you seem to get back here is negativity,  but if you wish to PM me i can give you my experience. 

Edited June 12, 2020 by Pilotman

[blackcab]

On 6/12/2020 at 1:13 PM, briansbiology said:

...but apparently they must be above 20 years old

 

No. When you first register a limited company in Thailand you are required to have Promotors. Promotors must be at least 12 years old.

 

Once the company has been formed the ownership of the company can be given to the shareholders. Shareholders can be any age.

 

If your children are aged under 12 then you would use Promotors to register the company then the Promotors would transfer ownership of their shares to your children. If your children are over 12 years old they can be Promotors and shareholders. You need at least 3 Promotors and shareholders.

 

After this you will need at least one director, which can be you. However, it is perhaps easier for the first director to be a Thai national, then to add you as a director next and then the original director can resign. A director must be 20 years of age as they have the power to bind the company with their signature, and minors can not form a contract on their own behalf or on behalf of a juristic person.

 

Many people in Thailand do not understand the distinction between directors and shareholders. There can be considerable confusion in this area, which is why you may have been told shareholders must be 20 years of age.

[Bender Rodriguez]

what kind of business ?

[itsallmine68]

Hold onto your wallet very tight. 

Trust your friends and colleges like enemies.

 

Good luck

[khunPer]

23 hours ago, briansbiology said:

I was going to use my sons as co-owners but apparently they must be above 20 years old.

[ ... ]

I am interested in hearing of peoples interactions with these agencies and any other advise is more than welcome!

That's not true – I had shares transferred to my (very) minor daughter and registered her as a major Thai shareholder (see @blackcab's post above) – minors can own both stocks and land, but protected by a guardian (typically a mom or dad).

 

You can set up a Thai company limited with 49 percent foreign ownership – for example yourself – and 51 percent Thai ownership; in total not less than three shareholders. That mean your sons, if Thai nationals, can be shareholders, but they might need a Thai citizen as guardian. It would however be wise also to include a mature Thai shareholder.

 

Nominee shareholders are illegal, and today shareholders might need to show proof of funds used to buy the shares. That is not a big problem for a minority shareholder – for example a few percent of a 2 million baht registered shareholder capital, i.e. 40,000 baht to 60,000 baht in savings – but having a major Thai shareholder with up to half of the total registered capital might be a problem (at least for some). Probably an experienced business lawyer might have an advice how to solve it.

 

To remain some control over a Thai company limited you can use "preferred shares". There are two common solutions:

1. Where a limited number of preferred shares have 10 votes for each share, whilst normal shares have 1 vote for each share. Being holder of the preferred shares could give you a majority in votes.
2. Where a limited number of preferred shares have a guaranteed yearly minimum dividend payout, for example 4 percent dividend, in return for no voting rights. For example 3 percent of the total number of shares that is held by a Thai national, leaving your 49 percent votes a majority compared to the remaining 48 votes held by Thais.

It might not be the intention of the law to use preferred shares for foreign control of a company, my lawyer told me, and added that so far no cases have been tried in a court (and since I haven't heard about any cases).

????

 

[techietraveller84]

On 6/12/2020 at 8:39 PM, itsallmine68 said:

Hold onto your wallet very tight. 

Trust your friends and colleges like enemies.

 

Good luck

This bit of wisdom is true anywhere, not just Thailand.

[wombat]

big tip....put it all in your girls name. that way it solves all aggravation 

[digger70]

Starting a business in Thailand . 

 

Like the thais say ,,,, Up to you. 

Only put up as much money as you can Afford to Lose . If not  Don't start .

[mickylongtime]

Don't start a business here unless you have more money than you need, and your not worried about losing it. Me I came here to enjoy and not worry about the Thai community trying to take it off me.

[AlexRich]

I recall sitting in a coffee shop in Chiang Mai when a middle aged westerner sat near me with two well dressed Thais, who turned out to be lawyers. It seems that he started a business and took on local partners who cheated him and voted him off the board. 
 

if you don’t need to for financial reasons why bother. The law is designed to screw over foreigners.

[kensawadee]

You want to start a business in Thailand????   I have experience at 'Monkey Business'.....

I have a Thai wife in the USA, a Mia-noi in Pattaya (both 25 years now)......... I have a young lady w/2 kids in Sisaket That I built a solid house for a few years ago...... I hav a massage extra-service girl in Pattaya.... and 3 Ban Chang bar girls in Ban Chang (near Pattaya) I call them all 'MY HAREM'....... Now I am stuck in the USA for several months so Thanks to my Kasikorn Account App on my phone.... Since I can't go I just SEND MY MONEY..... They all love me just as much as when I go.... MAYBE MORE....

So in you want to start a 'Business in Thailand'.... Then consider... "THERE AIN'T NO BUSINESS BETTER THAN MONKEY BUSINESS'....

And if you are not in Thailand yet..... then don't bother go..... JUST SEND YOUR MONEY.....

I speak with experience.......  LOL ....

[timendres]

If you are a US citizen, you need to look into the Amity Treaty. If you are not, it is a dicey prospect trying to secure a company with only 49% ownership. I would never do it. Never.