Partnerships / Ltd Co's -- Newbie Needs Advice

[chartnah]

Please forgive me if this is inappropriately posted -- I didn't want to horn in on someone else's topic with my questions.

Re: Partnerships vs. Ltd Companies vs. ???

This topic suddenly became of interest to me yesterday.

I am a 51 yr old American who has "hung out" for the last 6 months in Chiang Mai via regular Visitor Visas and the 30-Day Entry "visa" - chilling out and regaining my sense of equilibrium. Before coming here I had just completed a stint in the ME and banked quite a bit of it through self-deprivation. I am preparing to leave at the end of this month for the US.

Yesterday a Thai who is building a Hotel / Condo approached me and proposed that we form a "partnership" to provide services in the area of Import / Export. I have been a programmer (mostly contractor) for 30 years - the last 8 as an ASP developer specializing in large company Intranets, but having experience in developing customer websites, as well. He has products that he wants presented on the Internet - and sees that he can sell such services to his cohorts and competitors. His English isn't very good and my Thai is abysmal beyond dining and nightlife chatter.

The key details are probably in this mix of facts:

1) When I asked him if he meant to hire me as an employee, he said no - he wanted me as a partner.

2) He asked me to come back in January and that we would register a company - and specifically indicated it was to be designated as an import / export services company - and even said pointedly that it would contain my name, or so I understood, which mystifies me, but may mean something to you guys.

3) I responded that I did not have funds sufficient for investing - meaning capitalization funds - and he said that was no problem - he wanted my expertise, not my money. (!!!)

4) I had originally visited him because an apartment on which I had placed a deposit wasn't going to be finished in a reasonable time, so I was seeking a refund of deposit. He said he'd give me a refund, but wanted me to consider this offer - and if I agreed to it, clearly implied the apartment would be mine as part of my compensation - in addition he would also provide office space and equipment in the same bldg for conducting this new business.

5) He knows how to build hotels and office bldgs, but doesn't know the Internet, the technologies, how to market such services, etc. - and this is, apparently, my value to him. After some general questions, to which I gave specific answers about how it could / should be done, he appeared to confirm for himself that I was someone who could handle these things. He has asked me to write the first draft of our Business Proposal.

6) He said that I should get myself an "O" visa while in the US and, upon my return in Jan, we would register our company / partnership (which is unclear) and with that he could get me a work permit and muttered something about 1600 baht/month being the fee. Much of this and what followed was totally unclear as he was being interrupted constantly for the remainder of our conversation.

7) I speculated aloud (and he agreed to all) that it takes time to build up a client base and that I would be dependent upon him for contacts and assistance through them to promote us - and speculated it would take at least 6 months to create a presence and prove ourselves to whomever we could get work from... maybe as long as a year.

8) When it became obvious that we were going to get no peace for filling in all of the gaps in my understanding, I excused myself and said I would mull it over and get back to him.

Since I need help from the ground up on this little offer: the best type of deal to create from my POV, the ramifications of each form of business, and issues such as taxation (company and individual) -- all required before I can define what I would expect from it in the proposal - the whole nine yards, in fact, I guess I am hoping just for general feedback, obvious no-no's, and a recommendation of a professional entity which can advise me.

I am in no financial bind. I could have continued to "hang out" for a few more years, but saw no real upside to treading water here that much longer -- thus I was headed back to the US almost out of boredom to see what I could cobble together there. I have no qualms about paying a reasonable amount for professional advice - even having such an entity (a Thai speaker) talk to the man to get a clear picture of what he has in mind so I can make an intelligent evaluation and response. At the moment, I am a babe in the woods regards Thai biz, taxes, work permits, so it seems the prudent thing to do. Apologies for typos, etc.

Your feedback and advice is eagerly awaited and appreciated! Thank you for your patience, as well.

[capital]

In Thailand you gotta be very careful. I don't think you know the person well enough to even consider looking into a possible partnership. I'm being a little pesimistic, but heard so many horror stories. Personally, I would not go into business with anyone in Thailand, Thai or foreign. Unless the guy is a trustworthy former high school friend of mine whom I've known for donkey years, then it's a different ball game of course...

[thomasjojo]

6) He said that I should get myself an "O" visa while in the US and, upon my return in Jan, we would register our company / partnership (which is unclear) and with that he could get me a work permit and muttered something about 1600 baht/month being the fee.

1600 baht a month? every month? for him? to make you the wp ?

how long?

Guess that guy wanna make money ON you, of course, not with you.

you say you can hang out there some more, but go home because of boredom? find something todo on your own, if you want to stay there. make your own company if you like to, and you get the wp.

never heard about Monthly fees for a wp... anyone ??

[Khun ?]

Stay at work where the pay is good. If you do not have enough saved to have your money pay for a good living by safe investments in the U.S. you stopped work to early. Your age is young and a few more good earning years will not hurt you for the sake of quality life in the future. From experience do not loan money

to anyone in Thailand especially from your home country on pretense that they will pay you a good interest on it. I have done so and am owed millions and every month is a song and dance. You will find these people try to hide behind the company and Thai wife or at least they think they can. I have had other people tell

me about these people who continue to try to get into others pockets in the same manner.

If someone offers you 2% a month forget it they may need it to pay me as I have no intentions on being a push over. Life can be good if you can stay in the drivers seat. Base your retirement needs on what it would require you to have back home to live a normal life ( car, rent, nice holidays and the extra each week for fun and real fun not just $50 dinner a couple times a week). So many places to see and

things to do and spending when not working is easier than when working. You do not want to be 62 years old living on a $1000 a month from the governement .

As far as this business offer, why the headache if you need something to do go back to where you know the income is good and worth working for. Thailand is only one nice place out of hundreds. Let your savings do your work you earned it.

[chartnah]

Thank you for the replies - obviously, the recurrent theme is caution, if not to run like ######!

I am meeting with an attorney in about 15 min and will invest a little toward that cautious approach. Anything less than a comfortable feeling and I'll politely thank him and head back to the US. I think I like the tax situation and atmosphere of the Reno / Tahoe area best!

If it looks good and makes sense, does anyone here want to know how it progresses? I assume that many people face situations like this - and are in the same boat (insufficient knowledge of Thai language and law) and might want to hear how it plays out. If I don't receive positive replies, then I won't burden the system - and thank you fine people now for the opportunity to put my little situation forward for feedback. Kahp Khun Mahk Kahp!

Regards to you all!

[Khun ?]

Sure we would like to hear of any success stories or otherwise. If your expectations are not to high and it is something that does seem to just happen by chance without expense of much to you there is not much to lose other than time.

Go for it, walking away from it will not cause you no pain.

[randyksf]

If you are going to create an LLC or S-Corp NV is a great place to do it. I can send it you information and my friend sets up LLC’s for a living. He is in SF.

As to Reno

Living in Reno is like living in pit of 90 year old smokers and the kids have the intellect of goat sperm. Most of the adults you have seen on Real TV or COP’s broadcast here in the Big Mango. The food has two levels Salt or FAT usually both are assumed.

Reno is just a void of anything good except hookers that can’t make it in Vegas, and Denture days at the Casino’s.

Oh did I forget the O2 Talent Show. This is where the old ladies who have O2 tanks for their Emphysema show their stuff.

The main event is a Smoke Off Slot Pull. The object is for the person who can smoke a pack of cigarettes and pull the one arm bandit (slot-machine) the most.

The person who finishes first announces by coughing up the loudest mucous secretion you have ever heard.

If you’re into the blue haired mommas Reno’s the place to be.

Just bring some depends and lots of O2. KY might be needed, oh so will a curling iron to warm it up. (Did I go too far??)

Being from SF and some friends moved up there for a year. We are all Snowboard freaks and they still felt that way about the place. I had to concur with them after spend most of my winters there for the boarding.

As for the investment. sometimes you know you are gong to get ripped of but the game is half the fun. So if the amount of money is not much, have fun.

Just pay attention to the Visa rules if he doesn’t want the gov to be involved that should be a red flag. .

[chartnah]

randyksf - LOL! Re: Reno - I take it that you find it the least attractive place in NV (or the US? or the World?). Heh, I kinda figured that Vegas would be far better business-wise just based on size, but I had no idea Reno was such a den of invalid iniquity! The fact that one can conduct an internet business from anywhere, literally, had allowed me to think beyond LV. I assume I would've wasted a week in a hotel in Reno discovering what you have graciously passed along - so you've saved me a week's worth of time and money! Thanx!

Regards my original post, things came to a head today, but not in the way I would've liked nor as expected. I hired an attorney here in Chiang Mai: Sanya Sukrasorn (forgive spelling errors, please). We had an interview, he took my business and said he understood my time dealine. Apparently he made one cursory phone call to determine what I had told him was, indeed, factual and implied to them that he would make an appointment to do the deed and gather the information I would need to make an informed decision.

But, alas, it stopped right there. He did not meet with the guy who proposed the business. Too busy, I guess. He just let my precious time dwindle away... and did not deign to communicate with me or, as it turns out, his own office, having spent the last week hither and yon out of town. Sigh.

So this is my last week. I've met (separately) with both the atty and the potential biz partner today, told them both that, sadly, I was unable to play the LOS "time has no meaning" game any longer because Thaksin (via the expiration of my Viz Viza) was tossing me out as he takes time quite seriously. I wished them both well, extracted my deposit for the apartment and the balance of my retainer and will convert it all to US greenbacks tomorrow.

Such is life. The potential biz partner is still trying to talk me into coming back at the end of Jan and promising that he's legit, and I must say he did nothing wrong in this last 2 weeks, but no answer is, indeed, an answer - in the negative. So I will go my way and do my thing in the US - Las Vegas it seems, after reading randyksf's vivid review of the Reno highlights!

Thank you all for your feedback! Chart nah, for those not getting satisfaction on this turn of the Great Wheel!

[dr_Pat_Pong]

6) He said that I should get myself an "O" visa while in the US and, upon my return in Jan, we would register our company / partnership (which is unclear) and with that he could get me a work permit

Unless you are married or supporting a Thai child, you cannot get a work permit with an O class visa. Apart from the foregoing, an O is for retirement, and in Thai law retirement means no work. Be careful.

[Sunbelt Asia]

Unless you are married or supporting a Thai child, you cannot get a work permit with an O class visa

Sorry, Dr. Pat_Pong. In this case you are not correct. Any non immigrant visa can get a work permit.

O is for retirement

Sorry, "O" is for other

As I've pointed out before, many of our clients have gotten a work permit with a "O" visa. I surmise in 2003 it was around 20 or 25 clients in our office that were not married or retired and they had the "O" visa and applied for a work permit. Everyone of them, was able to get a work permit.

Stop by our office, our lawyers will be happy to talk with you.

By the way, In the past year, it’s only been the "O" visa that we have ever had different opinions towards the Thai laws.

I want to wish you a Happy Holiday and Happy New Year Doctor. Its been a fun 2003.

[Guest ka1234]

4) I had originally visited him because an apartment on which I had placed a deposit wasn't going to be finished in a reasonable time, so I was seeking a refund of deposit. He said he'd give me a refund, but wanted me to consider this offer - and if I agreed to it, clearly implied the apartment would be mine as part of my compensation - in addition he would also provide office space and equipment in the same bldg for conducting this new business.

That pretty much says it all, doesn't it?

[dr_Pat_Pong]

I want to wish you a Happy Holiday and Happy New Year Doctor. Its been a fun 2003.

Same to you and yours. I will front up ( Bearing my MFA Consular Regs ) and see if we can agree. If you are correct, I just cannot comprehend why any body would go that route instead of getting an uncomplicated B.

[ThaiAdventure]

other activities (Category "O")

Royal Thai Embassy

[dr_Pat_Pong]

The London pages don't seem to give much versatility to O visa's.

[ThaiAdventure]

From my experience (so far) that is a good thing since you can argue your case. Like law. If there is no law for something then it is not illegal! If you win, then you make a presedence that others can then exploit.....until a law is made cos so many are exploiting. We just need to think of an exploit now

[Sunbelt Asia]

"I just cannot comprehend why any body would go that route instead of getting an uncomplicated B. "

With a "0" the applicant does not have to have this letter...

http://www.thaivisa.com/332.0.html

When we sponsor the applicant, we are not employing them or giving guarantee of financial support for the applicant.

That’s why, when we can swear the applicant is looking at investment opportunities in Thailand, some of the Consulates will give them the "O." With the "B" some consulates ask for the letter of employment. Which in this case is not appropriate.

It doesn't change a thing as being more complicated, the paperwork is the same"B" or "O" when they apply for a work permit after they found a business and are employing themselves.

[ThaiAdventure]

With the "B" some consulates ask for the letter of employment. Which in this case is not appropriate.

You don't need a letter of employment for a B....just a statement from someone in Thailand that you need to discuss business.

QUOTE:

Document showing correspondence with trading partners in Thailand. ("B") or

Letter of invitation from companies qualified to employ foreigners. ("B") .

That?s why, when we can swear the applicant is looking at investment opportunities in Thailand, some of the Consulates will give them the "O."

If you are looking for investment opportunities then they will give you an IB visa

Quote:

to invest or perform other activities relating to investment, subject to the provision of the established laws on investment promotion (Category "IB")

[dr_Pat_Pong]

"I just cannot comprehend why any body would go that route instead of getting an uncomplicated B. "

With a "0" the applicant does not have to have this letter...

http://www.thaivisa.com/332.0.html

When we sponsor the applicant, we are not employing them or giving guarantee of financial support for the applicant.

That’s why, when we can swear the applicant is looking at investment opportunities in Thailand, some of the Consulates will give them the "O." With the "B" some consulates ask for the letter of employment. Which in this case is not appropriate.

It doesn't change a thing as being more complicated, the paperwork is the same"B" or "O" when they apply for a work permit after they found a business and are employing themselves.

Sad...we'll never agree.

[Sunbelt Asia]

You don't need a letter of employment for a B....just a statement from someone in Thailand that you need to discuss business.

All depends on the Consulate. Try that in LA! But in England, I concur, it would work. Not in Singapore in my opinion. Just depends on the country.

If you are looking for investment opportunities then they will give you an IB visa

We don't state in the letter what visa they should give, just that it’s a non immigrant. Never saw in one case out of 100, that an IB was given. They give a B or O. I agree however IB would be the appropriate choice.

[dr_Pat_Pong]

Sorry, Dr. Pat_Pong. In this case you are not correct. Any non immigrant visa can get a work permit

Any Non-Imm can get a WP....like an ED ?

[Sunbelt Asia]

Any Non-Imm can get a WP....like an ED ?

Yes it’s possible. Unlikely an ED would be asking for a work permit but it’s possible. The law does not state, it can't happen. I’m sure our lawyers could make a strong case to convince the officer that its ok to allow it.

[dr_Pat_Pong]

Post grad students are often hopeful to get a job, but believed working was not an option. Maybe in the new year we might do a test case.

Have a good one.

[Sunbelt Asia]

Looking forward to the test on the ED. Post grad students are always dear to my heart. As a professional courtesy. We'll do a special rate for you of 4,500 Baht plus government fees,

Happy New Year!