Need Clarification From Sunbelt

[MuayThaiGuy]

Hello,

Myself and my partner have had dealings with 2 of your Sunbelt lawyers (one in Bangkok and one up here in Chiang Mai) and we've got some conflicting information.

The first lawyer recommended that we register our business under the Amity treaty (I am Canadian and he is American).

We were told that it didn't matter what other nationality the non-American was.

When we consulted with the lawyer up here in Chiang Mai, he told us that the Amity treaty wasn't an option for us and that the non-American shareholders had to be Thai's. He pointed us in a different direction and suggested that we issue common shares vs preferred shares between us and a Thai partner (basically on paper).

He told us that we can issue a certain type of shares (forget whether it was common or preferred) to the Thai "director" and that although they would own 51% of the shares, they would only be entitled to just 1% of the profits and hold 10x less voting rights. So, essentially, we would have complete control over the company and garnish 99% of the profits.

We were told that the business application would be submitted with our Thai director and our Foreign director at first, and once it was processed, the company would be restructured in a way to add 2 other shareholders.

There will be 4 of us involved (2 Canadians, 1 American and 1 "on paper" Thai).

I just read here that for this type of company, there has to be a minimum of 7 shareholders. Can you shed some light on this? Perhaps an outdated rule?

We were also told that once the company was registered, one of us could apply for a work permit. To clarify, does the person applying for the work permit need to currently be in the country on a non immigrant visa? I currently have a non B visa that is set to expire on the 11th of September although I would rather my partner receive that (he's currently on a tourist visa) because he will be doing most of the actual work.

Once we receive a work visa, we were told the next step is to open a business account. Since we are issuing 1 foreign work visa, we were told that we need 2 million baht of invested capital (showed after a year of operation) and to get started, we would need to deposit 300,000 baht (I read on here that the minimum amount to get started is 500,000 baht).

We're ready to proceed with the paperwork and get this registration process started but I've been getting/reading some conflicting information so I'd like to have a 3rd option.

Also (and this is important), we've found the facility that we would like to lease. We've been told that before we can secure the property, we would first have to go through the registration process and have a bank account open (so that the deposit would count towards our companies invested capital).

I'm worried that the property will be rented out during the time it takes to register the company and open the bank account. Is there any way to move ahead with the lease prior to establishing the company/opening the bank account to ensure that we secure the property?

Anyway, thanks for reading but I'd really like some clarification on things.. This is stressing me out.

Bill

[Sunbelt Asia]

The Bangkok Sunbelt Asia office forms many Amity treaty companies and we have alot of experience in this process. This could be a very good option for you as then you do not need to worry about preferred shares etc. Perhaps part of the confusion on the Amity company stems from the amount of shares each partner would hold. If the American holds more then 51% of the shares and is the controlling director then it is possible to open an Amity company. If it was, however, two Canadians and one American as the directors with signing powers,it is not possible to apply for Amity.

The best option for the person applying for the work permit is a valid non-B, some applicants "may" be able to convert a tourist visa to a non-b inside Thailand but it is more complicated with additional criteria required and not possible if the employer ( Managing director) does not have a work permit or is Thai.

The 7 shareholder system is outdated (It is now three shareholders) and you will be fine with four shareholders or even three.

The Labor Office does not look at your bank account, you sign a paper stating you have capital in 2 million baht worth of shares. If the person obtaining the work permit is married to a Thai national, then you only need 1 million Baht in capital.

As for the lease, you can put it in the booking contract that it is in a individual name but that it will convert to a company lease to be formed in the next 10 days or simply wait the 10 days. The booking contract will be torn up in 10 days and a new lease in the company name started from that day. This way its like the booking never happen. But the funds must be shown to be given on the day the lease is signed and not 10 days before when the booking contract is signed.

I hope that helps clear up any confusion.

[sunbelt][/sunbelt]