Yo Sunbelt. Help Me Out Here Pls

[mr-chris]

Correct me if I'm wrong please.

When I get to Thailand, I should visit a legal office and begin by setting up a Limited company. The over-all cost being about B35000 as long as I build the company with a Thai partner who will probably own more % than me and as long as the company does not include 'directors'.

I should be able to do this and afford a work permit for myself as long as there are at least 4 Thais registered as working for the company.

Later, when the company can afford to do so, put up a 'guarantee' of B2,000,000 to afford directorship and allow the company to afford a further foreign employee. (as per ratio, 4 : 1)

Present business plan and related docs, i.e. lease of premises etc. and proof of funds with which the company will initially survive.

To be able to be considered for WP, must leave Thailand and apply for non img B visa (poss 5 mins - 5 days wait).

Once application is submitted, begin work (at my own risk, should a copper be having a bad day etc.) but making sure I carry relevant proof of application being submitted.

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Next, If I take on a Thai partner (let's just say an Ex-wife !!) will I be able to 'assure' the safety of the business and assume total control making her a 'silent' partner by way of legal agreement ?

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Does all this still apply if I'm setting up a language centre - private tuition centre ??

[bkkmadness]

I should be able to do this and afford a work permit for myself as long as there are at least 4 Thais registered as working for the company.

I think you don't need any Thais working for you if you take a work permit/visa that requires you to leave and re enter the country every 3 months.

If you take the extended one that means you only have to leave the country every year then you need the employees.

Not 100% on this, better wait on sunbelt, just learning the process myself.

[~G~]

When I get to Thailand, I should visit a legal office and begin by setting up a Limited company. The over-all cost being about B35000 as long as I build the company with a Thai partner who will probably own more % than me and as long as the company does not include 'directors'.

This paragraph is a bit confused. The company needs to have someone as the director. Whether your partners (other shareholders) should own more than you or not, it depends on the objectives of the company.

I should be able to do this and afford a work permit for myself as long as there are at least 4 Thais registered as working for the company.

No Thai employees are neccessary for a work permit. 2M registered capital is neccessary.

Later, when the company can afford to do so, put up a 'guarantee' of B2,000,000 to afford directorship and allow the company to afford a further foreign employee. (as per ratio, 4 : 1)

Two work permit mean 4M baht registered capital. It does not all have top be paid in initially though.

Next, If I take on a Thai partner (let's just say an Ex-wife !!) will I be able to 'assure' the safety of the business and assume total control making her a 'silent' partner by way of legal agreement ?

There are several ways of keeping control while having less than 50% of the shares. Loan agreements, company by-laws, etc. However putting your ex-wife in that position might not be the smartest choice.

Does all this still apply if I'm setting up a language centre - private tuition centre ??

Not sure about language centers - I think schools have some extra requirements.

[mr-chris]

As far as I'm aware, correct me if I'm wrong pls, you only need to prove the B2,000,000 for directorships per person but we are able to set up companies without directors (un bound) and still be allowed to claim a work permit.!

This is why I've put up a full question set in the other 'Sunbelt' forum. To get the full answer rather than chasing around the whole forum for bits and bobs left here there and everywhere.

I really do need just knowledgable legal advice from either someone who knows, someone who has done it or a law office. Many thanks.

Edited November 11, 2005 by mr-chris

[~G~]

mr-chris, a slight correction, this forum is called "Jobs, economy, banking, business, investment in Thailand", it is not "Sunbelt" forum. Sunbelt Asia is indeed one of the leading sponsors of the forum.

My answer relies on my limited experience of running a single Thai Limited company as the managing director.

Setting up a company and handling WP is a complex process, and you might want to contact some of the companies who handle that directly for comprehensive answers, such as Indo-Siam or Sunbelt. Or you may search this forum as these, and similar questions, have been asked over and over again in this forum.

As for your questions, again:

For a foreigner who is not married to a Thai: 2M registered baht is a requirement for him/her to receive a WP, whether or not he/she will be the director.

For a foreigner who is married to a Thai: 1M registered baht is a requirement for him/her to receive a WP, whether or not he/she will be the director.

A director is required for every company, since the director's signature is neccessary for many processes involved in the set up, as well as the running of the company.

A few links:

Indo-Siam site: http://www.thaistartup.com/

Sunbelt site: http://www.lawyer.th.com/

Good Luck.

[Sunbelt Asia]

Our company would be very happy in helping you set up a company in Thailand. We have helped hundreds of clients like you this past year. It takes a lawyer who is well- versed in corporate law to properly set up a company to protect your interests, especially when you are a minority shareholder. We have licensed lawyers who can help you obtain that goal using different strategies such as different classes of shares, etc. We welcome the opportunity to set up such a corporation for you.

If you are involved in import/export, manufacturing or hotel management. You are an American, Australian or have applied for BOI status and been approved, then you could simply use common shares as you can own a majority of the shares and control the corporation as a foreigner.

If none of these criteria are met such as a launguage center then this is a limited company that is required to have at a minimum 51% ownership by Thais. You however can control the corporation and protect your investment as the foreigner.

The best way to accomplish this goal is by having a two tier share structure. Your shares will have one share = one vote. The Thais have 10 shares =1 vote. This way you can never be voted out as the managing director. The managing director controls the company but who controls the managing director are shareholder votes. By simply having signed share transfer forms is not protection as they have not been filed with the Ministry of Development. Hence shareholders who you think have forfeited their share votes have not.

When the lawyers change the structure of the company with the By-laws we also require that the share register is the managing director. This way no shares can be bought, sold or transferred without your permission.

The key to being protected is having the majority share holder votes and being the share register as the managing director.

Out of the 7 promoters, only one has to be Thai. The other 6 can be any nationality. You can have 48,995 shares, The other 5 foreigners have 1 share each and the Thai has 51,000 Baht.

To reserve the name…we'll need three names for your company in case choice A is taken, then choice B will be applied and even choice C if needed. We'll need your passport number and full name.

If you seeking a work permit, the company registration capital must be 2 million Baht unless you are married to a Thai ( then it is 1 million Baht). It can be paid in cash or non-cash such as "knowledge or know-how", equipment and inventory. You do not need 4 Thai employees to obtain a work permit.

Our rates are the LOWEST in Thailand ( not just on some items) but more important we have accurate advice. This is a fact. We look forward to helping you become a business owner in Thailand

Regards,

SUNBELT ASIA Co. Ltd

www.lawyer.th.com

[mr-chris]

Many thanks. I'm now in direct contact with Joshua who is helping me with this venture.

[Siam International Legal Group]

Establishing a school in Thailand is not an easy process. Each officer who inspects the facility for issuing the license can interpret the rules from a different point of view. Our firm has experience in successfully obtaining such licenses in Bangkok, Chiang Mai and Phuket. Last week, our Phuket lawyer sat with the licensing officer for 1/2 day reviewing the process for our client. Sure, any law firm can set up a Thai Limited Company for you to hold ownership of the school. However, few have the experience and long standing relationship with the governmental officials involved in the licensing process. The chairman of board for our firm, Mr. Chatt Kuldiloke has over 35 years of experience with the Royal Thai Police. He retired recently at the rank of Police Lt. General commanding the Central Investigations Bureau. In addition, our director Mr. Alongkot Samchaleorn, served his last assignment for 8 years as Deputy Commander of the Immigration Bureau Headquarters before his retirement. He now oversees our firm’s Visa & Immigration Services. His knowledge and experience has help hundreds of clients applying for visas, extension of stay, Permanent Residence and Thai Citizenship.

If you want to use a law firm just to fill out the company registration paperwork at the "lowest" price, there are many good firms who will file these documents correctly. However, if you really want to do business in Thailand without all the headaches, and your time is important to you, select a good law firm with a proven relationship with Thai government officials. They will guide you to a successful outcome in a timely fashion and most likely it will be less expensive in the long term.

Siam International Legal Group

www.siam-legal.com

02.661.1362