Company Capitalisation

[madmitch]

Hopefully someone can answer this.

I have recently set up a company and need to get cash into the country to finance a new business as well as provide the paid up capital required.

In theory this cash needs to come from overseas. Can I transfer the cash into my personal account in my own name and then transfer it into my company accout (this is easier because I have an internet facility to do this) or must the cash go directly into the company account?

Also what proof is required that the cash came from overseas? Is a form similar to a Tor Tor 3 required or will proof of transactions suffice?

[Sumitr Man]

In theory this cash needs to come from overseas. Can I transfer the cash into my personal account in my own name and then transfer it into my company accout (this is easier because I have an internet facility to do this) or must the cash go directly into the company account?

One question: you say that the money needs to come from overseas - why?

Subject to a response on that:

In principle there is no problem with this. However, one area of concern is where you may need to redistribute profits of the company back out of Thailand. In such an event, the funds paid into the company account have come from Thailand - not overseas. So you'll find it harder trying to send the money back overseas again. What you may then be faced with is having to pay yourself out of the profits in Thailand (say in the form of a dividend) and you redistibuting the profits back overseas. This would not make for good tax planning.

Of course, all of the above works on the premise (1) that the company will make a profit; and (2) you'll want the company to redistribute these overseas.

Aside from that, I cannot see any real issue with this.

[madmitch]

Thanks.

It is the issue about whether I'll ever be able to send the money back out of Thailand that concerns me.

[Indo-Siam]

Capitalization money does NOT have to come from outside Thailand.

It is difficult to wire money outbound overseas from a Thai corporate account without a document to justify that transfer - such as an invoice, or a record of dividend declaration - or a loan repayment agreement.

Below is an amatuer suggestion - I am not certain about this.

Work out a formal loan agreement from an overseas entity, to loan the money to you here in Thailand, to use in starting a company. Wire it to a personal account here, and then use that money to capitalize your company. Later, as a Director, you can loan money from company capital to yourself - by simply writing yourself a check. Cash the check into a personal account,and then use the loan agreement as the document to justify the overseas wire transfer. You wil lose money in currency exchanges, bank fees etc.

Probably best to work this out with a specific Thai bank in advance, outlining to them the steps you plan - and let them tell you about their documentation requirements, and any constraints.

If you make the overseas entity a shareholder, and then seek to send money out as dividends,funds will be subject to a remittance tax - I think it is 10% withholding - to ensure that the oversaes income receiver files Thai tax return.

The thing to watch out for: If you drain your Thai company of cash, and do not have significant earnings to accumulate as cash on hand in your bank account, at the end of first year, when you are audited, your assets may be deemed insufficient to demonstrate that your company will remain solvent - and the Revenue Department can cancel your VAT registration - and that prevents you from renewing work permit or entry permit extension.

You can never let company assets decline to near nothing, and still use company to justify your presence here.

Cheers!

Steve

Indo-Siam

[madmitch]

Thanks.

I like the sound of the loan agreement. I'll do that.

It is for a genuine business by the way and not just a shell for getting visa and work permit.