Serious Business, Wp Issues

[Tippaporn]

If someone could evaluate my situation and provide some answers to my many questions, and give me some pointers as far as the course of action I need to take now, I'd be very indebted. Let me know what kind of beer and how much? While listening to my story don't hestiate to flame me as appropriate; I'll be the first to admit that I would be deserving of it.

For my first year-and-a-half I worked for a multinational company which took care of my WP and visa. I was laid off in February of this year and decided to open up my own company as a tool designer. It's a business transacted electronically for the greater part.

Upon the advice of my chosen accountant I was advised to choose a Limited Partnership with my GF as partner. I was told I could determine the amount of registered capital and settled on 600,000 Baht. Yes, I was aware that 2M Baht was required for a farang but my accountant assured me, insisted that this was not the case.

I went ahead, officially registered my company as of Feb. 18th, and purchased the necessary items to conduct business. These items were reported to the Government and I consider them as vaild assets applied towards my registered capital.

I opened a company bank account in April with an initial 20,000 Baht transfer from my personal account in Thailand.

I intended to "roll-over" my work permit from the company I had worked for to my present company. This process was supposedly in the good hands of khon Thai friends in the HR dept. of my former company.

It wasn't until mid-May when I finally was prepared with the necessary paperwork to have my WP processed. When I went to the gov't agency I was told flat out that I needed to show 2M Baht in my bank book.

Apparently, my chosen business entity type of LP was incorrect. That entity type requires the 2M Baht registered capital to be paid-in. Not so with a Limited entity type. In that case only 25% was required to qualify for a WP. At least in the old days, unless the new days aren't really different from the old.

Needless to say I had to give up my WP and my 3-year B-visa was rescinded , replaced with a visa valid for another 14 days. Off to Laos I was to get a 3-month tourist Visa. Since then I have returned to the States where, armed with my business registration, I procurred a new, 1-year multiple entry B-visa.

Even before I left for the States my GF told me of an offer of help from some Thai friends to fund the required 2M Baht in order for me to get a WP. Cost would be about 40-50K Baht initially, with another 12K annually for WP and visa extension processing. This would all be handled by our khon Thai friends with nary a worry on my part.

Now, my accountant is telling me I would have problems with this as I could not simply and easily withdraw the 2M back out to return to my 'benefactors.' Supporting paperwork would need to show evidence of where this money went to.

In the meanwhile, I purchased a pick-up truck intending this to be a company vehicle. I went down to the Dept. of Transportation to register the vehicle last week. Here again, no WP, no registration allowed for a farang.

It seems I now need to add my GF to the company paperwork as an authorized signer of company docs so that she could register the truck in the company name while leaving me out of the picture.

I now need to return to the States for a possibly extended period of time. In order for my GF to handle all of the business affairs in my absence she would also need to be added to the company bank account. Here again, the absence of a WP may crop up at the bank. When I had originally opened the account I was still in possession of my WP from my former company. Bangkok Bank, by the way.

One other issue I need to mention. When I first registered my company I used the residential address of a friend. The gov't has inspected 3 times and found no one working, nor any office. I want to change the company address to the condo I'm in now.

So, where do I go from here to sort this mess out? (I wish I had known about thaivisa.com earlier.) Yeah, up until now I've relied on, and trusted too many well-meaning people who simply turned out to be inadequately informed. The sands seemingly shift perpetually.

Questions:

Is there a way to obtain a WP given my situation? If so, how?

Can my GF purchase the truck in the company's name even though her business partner doesn't have a WP?

If a farang is required to have a WP in order to purchase a vehicle, even if paid with cash, what happens if the WP is rescinded? Would it be impossible to reregister the vehicle the following year? Would I be forced to sell it?

Is it wise to seek help from our friends who claim they can get a WP for me? Is it possible for them to do this in legit fashion?

Are the business purchases I made so far valid and counted against my registered capital? Does the money for these purchases need to be shown to have come from outside Thailand?

If registered capital is to be brought in from outside Thailand how is this evidenced to the gov't? If I need to transfer money from Thailand back to the States and back again are there problems (I heard recently that it's not easy to send money out of Thailand)?

Will I run into WP-related problems trying to get my GF added onto the business account? What would be the outcome if they learned I no longer hold one?

Does a one-year, multiple entry B-visa require you to leave LOS every 3 months? So it is stamped in my passport.

Is it difficult to change my company address and, again, given my situation, what problems could I expect to encounter? Do I need to employ 4 Thais? If I do does my GF count? (I'd say 'no way' without possession of a WP first, but I could be wrong.)

Do I need to pay myself the minimum farang monthly salary (for a German national it's 50K Baht, correct?) or can I decline receiving compensation? If only temporarily then what's the definition of 'temporary?' If I don't possess a WP then does a salary even apply? And if I've already paid myself have I perjured myself by the act?

If my accountant has proven to be an unreliable source of correct information (granted, I'll staunchly vouch for his character) where can I find a qualified one with experience in dealing with international transactions? How much can I expect to pay?

Should I retain a lawyer? If so, who, and where can I find a relatively honest one, and what would be the approximate cost (my business is small)?

Does 2M Baht registered capital raise red flags to the gov't if my business overhead requires very little working capital (my accountant is voicing concerns that the gov't will question why I need 2M Baht registered capital when all I have is an office with a computer)? That would be a Catch 22, wouldn't it?

If my business was started with a commitment of 600K Baht registered capital, and granted that was not the appropriate amount, what happens at the business calendar's year end? What if I don't come up with 2M Baht paid-in? Am I in trouble? Fines? If so, how much?

I'm in the process of getting married. So the new law of 1M Baht registered, paid-in capital for a farang with khon Thai pallaya (wife, in case my romanization is unintelligible) should apply, correct?

How much beer will I need to drink to make all my problems go away?

Have I been a fool so far? Don't answer that (or should I initiate a poll?)!! (I can see all the heads shaking right now.) But I believe that if you can't laugh at yourself then who can you laugh at? And that redemption is never denied! There's always a way, it's never lost, so I'm still smiling.

If my situation is too far gone and I should just close up shop, start from scratch, let me know. If my challenges are too much for this forum then also let me know. (If my challenges are too much for me I'll let y'all know.) If I'm better off seeking professional, English-speaking, paid guidance please speak up (and let me know where and who and a guesstimate of how much). Is this up Indo-Asia's alley, for those who know him?

P.S. I'd appreciate some regard towards my character so please refrain from flaming me too badly. After all, I am a likeable chap!

[Ijustwannateach]

I'd say you have a whole lot of trouble on your hands and you need a real lawyer who really knows about real laws dealing with farang, and doesn't just assume any details he doesn't know about are the same for Thais and farang. You sound like a good case for some sort of professional consultation. Good luck.

"Steven"

[Nam Kao]

Stay away from high balconies

[Tippaporn]

Stay away from high balconies

Thanks, Nam Kao, but your advice is too late. I already live on the 15th floor, with a balcony.

Just a note; I don't mean to sound like I'm not taking my situation seriously. To the contrary, I'm dead serious in finding resolution. But I have to maintain my humor throughout, or I will be 'dead' serious!

[GuestHouse]

I would advise you talk to Indo Siam (they advertise in the banner at the top of this website).

I would also advise you to wrap up your first business in order to remove your girlfriend from being a share holder and then start afresh.

GF a share holder = trouble and expense!

[Sunbelt Asia]

Sorry but the odds are high, you have bigger problems.

Are you the Managing Director of this LP?

You as a foreigner can only be a partner in form of limited responsibility with the share not exceeding 49% of registered capital and cannot hold the managing partner of limited partnership. (Exception for Americans under Amity)

If you change your GF to the MD, she will have unlimited liability like yourself. (When a minor partner in a LP gets involved in a Limited Partnership in the day to day operations, they like the MD have unlimited liability.)

Your best situation is to set aside this LP and start over with a Limited Company and have protection even if you are a minor shareholder.

Here are answers to your questions on the basis your GF is now the MD of the LP or you form a new Limited company(LC)..

Is there a way to obtain a WP given my situation? If so, how?

LP and LC: Get a loan from the friends and pay them back as a director loan.

Can my GF purchase the truck in the company's name even though her business partner doesn't have a WP?

LP: If she is the MD it is ok.

LC: Yes as the Director

If a Farang is required to have a WP in order to purchase a vehicle, even if paid with cash, what happens if the WP is rescinded?

LC and LP: If buying for the corporation. Only needed when you buy the vehicle

Would it be impossible to reregister the vehicle the following year? Would I be forced to sell it?

LP:Your GF is the MD so not relevant.

LC: no

Is it wise to seek help from our friends who claim they can get a WP for me? Is it possible for them to do this in legit fashion?

LP:Yes if she is the MD

LC: Yes as you as the MD

Are the business purchases I made so far valid and counted against my registered capital?

LP:If they determine that they want to see 2 million Baht cash, then that is what they will want to see. No arguments that your purchase of assets should count, will change their minds. Only two million cash will do.

LC: yes

Does the money for these purchases need to be shown to have come from outside Thailand?

Lc and LP: no

If registered capital is to be brought in from outside Thailand how is this evidenced to the gov't? If I need to transfer money from Thailand back to the States and back again are there problems (I heard recently that it's not easy to send money out of Thailand)?

LC and LP: Get a Tor Tor Som and then their is no problem.

Will I run into WP-related problems trying to get my GF added onto the business account? What would be the outcome if they learned I no longer hold one?

LP:Well again. Its ILLEGAL for you to have a business account being the MD of a Limited Partnership! Under Thai law, you cannot be the MD. You can get a work permit but not as the MD. Its what the MD directs your position to be.

LC: no problem putting yourself as the MD

Does a one-year, multiple entry B-visa require you to leave LOS every 3 months? So it is stamped in my passport.

yes

Is it difficult to change my company address and, again, given my situation, what problems could I expect to encounter?

It has to be a commercial address unless you own your condo. You must put the sign of the business outside the door. I would use a virtual office of a law firm till this is sorted out

Do I need to employ 4 Thais?

LC and LP:If you apply under an extension of stay based on business. If not, then its visa runs.

If I do does my GF count? (I'd say 'no way' without possession of a WP first, but I could be wrong.)

LC and LP: Yes if is she gets the mininum wage

Do I need to pay myself the minimum farang monthly salary (for a German national it's 50K Baht, correct?) or can I decline receiving compensation?

LP and LC:Not required for the WP. It is required for the extension of stay based on business, that you pay tax on the basis you received 50,000 Baht. Can't meet this condition, then its a visa run every 90 days.

If I don't possess a WP then does a salary even apply?

No but working is illegal without a WP.

And if I've already paid myself have I perjured myself by the act?

Not if it is entered as a repayment of a loan

If my accountant has proven to be an unreliable source of correct information (granted, I'll staunchly vouch for his character) where can I find a qualified one with experience in dealing with international transactions? How much can I expect to pay?

You are a interesting case. We have 13 legal staff; if you decide to use our firm. I'll have our lawyers do everything for 15K plus 7% VAT for legal. You pay for the government fees.

So for the record.

It is...

Company reg of limited Company

Managing Director Tax ID

Corp Tax Id

Social Fund Registration

Vat registration

Initial Work Permit

Virtual office for three months with registration

Government fees will be 13,370 for 2 million Baht Registration company with stamp duties, cert of docs and work permit.

Total is 29,420 All in. If you want extra protection with change of By-laws, voting rights, etc add another 6K. Please note guys and gals. This is a special offer for this gent as he needs help!

Should I retain a lawyer? If so, who, and where can I find a relatively honest one, and what would be the approximate cost (my business is small)?

See above. Ask around who Sunbelt is. www.sunbeltasia.com

Does 2M Baht registered capital raise red flags to the gov't if my business overhead requires very little working capital (my accountant is voicing concerns that the gov't will question why I need 2M Baht registered capital when all I have is an office with a computer)? That would be a Catch 22, wouldn't it?

Your accountant seems like out of the twilight zone, to put it mildly.

If my business was started with a commitment of 600K Baht registered capital, and granted that was not the appropriate amount, what happens at the business calendar's year end? What if I don't come up with 2M Baht paid-in? Am I in trouble? Fines? If so, how much?

You transfer the assets into the new limited company with an asset purchase agreement. What you sell these assets to the new limited company, it is your value you place on it. If their is goodwill of 1 million or more so be it. You know the value of the company....God knows you have had enough stress over the last days for some goodwill.

I'm in the process of getting married. So the new law of 1M Baht registered, paid-in capital for a farang with khon Thai pallaya (wife, in case my romanization is unintelligible) should apply, correct?

You have to wait until you are married to worry about that.

How much beer will I need to drink to make all my problems go away?

None. I solved your problem! But you can buy us one, when you see us. :-)

Have I been a fool so far? Don't answer that (or should I initiate a poll?)!! (I can see all the heads shaking right now.) But I believe that if you can't laugh at yourself then who can you laugh at? And that redemption is never denied! There's always a way, it's never lost, so I'm still smiling.

Hey you won me over with a discount rate on our professional fees and office. Now I just have to persuade our lawyers why it was the right thing to do. :-)

If my situation is too far gone and I should just close up shop, start from scratch, let me know. If my challenges are too much for this forum then also let me know. (If my challenges are too much for me I'll let y'all know.) If I'm better off seeking professional, English-speaking, paid guidance please speak up (and let me know where and who and a guesstimate of how much). Is this up Indo-Asia's alley, for those who know him?

Indo-Siam is a good man as well. I'm biased but you certainly could do ALOT worse than dealing with either Sunbelt or Indo. You unfortunately have found that out…

www.sunbeltasia.com

[Tippaporn]

. . .

GF a share holder = trouble and expense!

Thanks, GuestHouse!

At this juncture I'm thinking either Indo-Siam or Sunbelt Asia. From the posts I've read throughout this forum thus far they appear to be very knowledgeable and qualified folks. Just not sure yet whether my entire situation fits in with what they do, since I haven't been able to determine from the posts I have read specifically what ground they cover.

As far as the GF, I can confidently aver without question that she is NOT a problem in all of this. She and I are a story long in the telling. But if the fact that through 3 years of partnership we've yet to have a single argument or bad word between us in any indication of our love for each other then rest assured I do know what end of the stick is 'UP' there.

Aside from other many wonderful aspects about her, a golden heart being most prominent, she is frugal to the core. I could only wish that others find and experience the kind of woman she is. As glowingly as I can speak of her my words can only fall far short . . .

'Nuff said about that!

[Totster]

Aside from other many wonderful aspects about her, a golden heart being most prominent, she is frugal to the core.  I could only wish that others find and experience the kind of woman she is.  As glowingly as I can speak of her my words can only fall far short . .

Sounds like my missus... has she got long black hair, brown skin and dark brown eyes...?

totster

BTW - Chok Dee

[Tippaporn]

Sunbelt Asia,

My last post proved to be a little premature in regards to an evaluation of Sunbelt's and Indo's services. I did notice your long presence on this post and waited up in anticipation of your reply. I hope I didn't keep you up overly.

At the moment I'm a little blown away (certainly not over the balcony, though were that the case then I don't believe a feather would have a harsh landing) by your magnanimous response (you might have to refresh your understanding of that word, because it's definition is about as close as I can come to defining, with any true justice, that response using a single adjective).

I'll post my lengthy reply in the morning after I bed down, about a good 6 inches above the mattress, for some pleasant dreams about my new and promising future.

Pete

[Tippaporn]

Aside from other many wonderful aspects about her, a golden heart being most prominent, she is frugal to the core.  I could only wish that others find and experience the kind of woman she is.  As glowingly as I can speak of her my words can only fall far short . .

Sounds like my missus... has she got long black hair, brown skin and dark brown eyes...?

totster

BTW - Chok Dee

Yeah, come to think of it!! Gorgeous almond shaped eyes, right?

Totster, I had a funny feeling I wasn't the only lucky basterd in Thailand.

Glad to hear that's the case for you, too.

I'll have to tell the tale one day . . .

Choke Dee Mak Mak

[GuestHouse]

Love your girlfriend, enjoy each other's company, take care of each other live life together in its fullest.

But keep business and your love life well appart.

It has nothing to do with how you feel now, it has everything to do with if things do go wrong you will loose both your girlfriend and your business.

It is not a judgement of her, you or the two of you.

It is simply good business sense and advice that you will be given time and time again.. for very good reason.

Appologies to Sunbelt, they are of course the other people you might want to talk to and they repeatedly receive great reviews on this site.

[damnaam]

Total is 29,420 All in. If you want extra protection with change of By-laws, voting rights, etc add another 6K. Please note guys and gals. This is a special offer for this gent as he needs help!

Some great advice here Greg - Sunbelt, advice and service I'd be willing to pay for, what are your normal fees for LC formation? Cheers.

[Sunbelt Asia]

Thanks Damnaam for the nice comments.

OUR PROFESSIONAL LICENSED LAWYERS FEES… Please add 7% VAT:

Company registration...3,900

Corporate Tax ID for a company... 3,000

Personal Tax ID for the Managing Director... Free

VAT registration for a company...3,000

Social Fund registration... Free

Work Permit, Initial Application... 7,800

Plus Government Fees:

Fee for 2 Million Baht of capitalization...11,000

Application Fee..100

Fee for certification of document...900

Fee for duty stamp...420

Work Permit...850 Baht

Sunbelt Asia virtual office providea an official commercial address, answering services, mail drop, meeting rooms (based on availability), and computer use for 5 hours in one month.

Registration fee for Virtual Office...2,000

Monthly rent for Virtual Office (min. 3 months)...2,500 per month

Total is 41,709 Baht with Vat included. All in.

www.sunbeltasia.com

[Tippaporn]

Love your girlfriend, enjoy each other's company, take care of each other live life together in its fullest.

But keep business and your love life well appart.

It has nothing to do with how you feel now, it has everything to do with if things do go wrong you will loose both your girlfriend and your business.

It is not a judgement of her, you or the two of you.

It is simply good business sense and advice that you will be given time and time again.. for very good reason.

Thanks again, GuestHouse!

I appreciate your input. Coincidentally, this same advice regarding the separation of GF/wife and business affairs has just been given me by my sister, also.

As you so aptly point out:

It has nothing to do with how you feel now, it has everything to do with if things do go wrong . . .

O.K. for those who want to be spared of my true thoughts on this subject please read the following response and skip the rest:

I sincerely appreciate your perspective and advice, GuestHouse. But I quite confidentally trust my girlfriend and myself well enough that I choose her full participation to the extent she chooses.

____________________________________

It has nothing to do with how you feel now, it has everything to do with if things do go wrong . . .

In my view this type of thinking is on par with a prenuptial agreement. Here your thoughts are focused on a life-long partnership, with values of love and trust, among other things, as the basis. Simultaneously you begin preparing for the opposite of what you want; the relationship falling apart, love and trust being replaced with whatever degree of bad feeling towards each other and distrust.

And when things do go wrong you congratulate yourself for being so wise as to have taken the precautionary steps of protecting yourself. Or, had you simply taken the steps that set yourself up to experience a self-fulfilling prophecy?

Grant me that this question has validity; for it does. Everyone will have their own answer to the above question. Not only will each person have concluded for themselves but each person will also self-consciously regard their private response as to be so self-evident that questioning the true validity of it would never even begin to come under consideration.

I don't believe in the concept of arming yourself with weapons of mass destruction as a way of producing peace, either. Twisted logic at it's worst. But the basis of that concept is exactly the same as the above analogies: fearing the worst, then taking steps to try to immunize yourself from experiencing any negative consequences.

Rather than selling that advice as "good sense,' which inherently suggests that it is applicable to everyone without exception, I would advise anyone to make the decision on whatever degree of protection you feel you need based on your own personal feelings and your sense of self-trust regarding your own well-being.

I apologize for taking your quite simple advice and turning into a 'deep' and heady deliberation. But it's the only way I can begin to explain my choice of choosing, deliberately and with focused attention, to trust my GF, and knowing that that choice will be a good one for me.