Come To Buy Business: Visa N Ltd

[bkk76]

Hi,

i m 30 yo from Italy and after been several times in Thailand I've decided to come to live there.

My plan is come in March or April to set a bar or buy an existing one and my questions are:

- can I apply for non-immigrant B since now even if I haven't buy anything yet and avoid to must go outside for apply after?

- Is the non-immigrant B the correct option?

- Even in this case do I need obligatory set up an LTD (so invest minimum 2M bath) to be allowed to buy or set this kind of business?

- Do I need necessary a Thai partner?

Thanks

[Sunbelt Asia]

- can I apply for non-immigrant B since now even if I haven't buy anything yet and avoid to must go outside for apply after?

Yes but you must have a Thai company sponsor you in this case. Every embassy/Consulate has different views on what is required for a non immigrant business visa. In Italy they require an invitation letter from a Thai Company or an employer who will employ you. Our firm will sponsorr people looking to invest in Thailand.

- Is the non-immigrant B the correct option?

yes but if the consulate gives you an "O"( other) that is ok as well.

- Even in this case do I need obligatory set up an LTD (so invest minimum 2M bath) to be allowed to buy or set this kind of business?

If you are looking to acquire or start a company, you will need a Thai company. The registered capital of 2 million Baht can be cash or non-cash. No will look at your bank account to see if you invested cash or non-cash.( equipment, inventory, knowledge) unless you apply for an Alien Business License.

You also could acquire the shares of the existing company but we normally do not recommend using a share purchase agreement because of potential liabilities. We advise on a number of ways you can be protected you but still an asset purchase agreement and forming your own company is safer.

- Do I need necessary a Thai partner?

No.

If you are involved in a business that does not compete against Thais such as export, manufacturing or hotel management then you can own the business 99.994%

If you are investing in another type of business such as a service type business than you have a number of choices.

1. Apply for an Alien Business License

2. Form two Thai companies with both companies holding shares of the other. If your lawyer does it right, you’ll have indirectly 99.995% ownership in each company.

3. Form a Thai company with you having more voting rights with your class of shares than the 51% shareholders. You control the company but you do not directly own the majority of shares. There are other sophisticated strategies employed to be sure your rights are protected.

www.lawyer.th.com

www.sunbeltasia.com

[Bobcat]

Form two Thai companies with both companies holding shares of the other. If your lawyer does it right, you’ll have indirectly 99.995% ownership in each company

Can you elaborate, Sunbelt?

Regards,

Bob

[bkk76]

Thanks for answer.

you must have a Thai company sponsor you in this case. Every embassy/Consulate has different views on what is required for a non immigrant business visa. In Italy they require an invitation letter from a Thai Company or an employer who will employ you. Our firm will sponsorr people looking to invest in Thailand.?

So, before come Do I must contact you or someone like you in order to have a sponsorship and be able to get a non-immigrant? How much it would cost? is it binding?

- Is the non-immigrant B the correct option?

if the consulate gives you an "O"( other) that is ok as well.?

- Even in this case do I need obligatory set up an LTD (so invest minimum 2M bath) to be allowed to buy or set this kind of business?

are looking to acquire or start a company, you will need a Thai company. The registered capital of 2 million Baht can be cash or non-cash. No will look at your bank account to see if you invested cash or non-cash.( equipment, inventory, knowledge) unless you apply for an Alien Business License

So do I need to set a business that woth minimum 2m bath all included(cash,forniture,licence,ecc)? what is exatly the Alien Business Licence? is it a good option instead of ltd in my case (bar,coffeshop)?

- Do I need necessary a Thai partner?

No.

If you are involved in a business that does not compete against Thais such as export, manufacturing or hotel management then you can own the business 99.994%?

and the 0,006%?

If you are investing in another type of business such as a service type business than you have a number of choices.?

Is a bar considered "against Thais"?

Is it difficult to get the licence in case I would set a new one?

Thanks

[GuestHouse]

I would rethink the idea of running a bar if I were you.

Some people do make money running bars, lots and lots do not.

[Sunbelt Asia]

Form two Thai companies with both companies holding shares of the other. If your lawyer does it right, you’ll have indirectly 99.995% ownership in each company

Can you elaborate, Sunbelt?

Regards,

Bob

The Thai Juridical Council has given an opinion concerning how to determine whether or not a Thai registered company is an alien company within the meaning of the Alien Business Law.

Before the ruling, any company which was Thai, as defined, counted as Thai if it was a

shareholders in another Thai company.

Thus a company registered in Thailand (the "Operating Company") would be considered Thai if 49% of its shares were directly held by aliens and the other 51% were held by another company (the "Holding Company") which itself was 51% Thai and 49% Alien. It was thus possible for foreigners using a two-tier company structure to directly or indirectly own approximately 74% or even up to 99.994% of the capital of the Operating Company and for the Operating Company to be considered Thai and thus permitted to conduct businesses prohibited to aliens.

If this ruling had been implemented the capital of the two companies would have been

considered together and in the above case, the Operating Company would have been

considered alien. The Ministry of Commerce after much consideration decided not to

implement the ruling hence both Thai companies are considered Thai.

www.lawyer.th.com

[Bobcat]

Thanks Sunbelt for the explanation!

[Sunbelt Asia]

you must have a Thai company sponsor you in this case. Every embassy/Consulate has different views on what is required for a non immigrant business visa. In Italy they require an invitation letter from a Thai Company or an employer who will employ you. Our firm will sponsorr people looking to invest in Thailand

So, before come Do I must contact you or someone like you in order to have a sponsorship and be able to get a non-immigrant? How much it would cost? .?

Our fee is 7,200 Baht.

So do I need to set a business that woth minimum 2m bath all included(cash,forniture,licence,ecc

Its registered capital. The paid up capital can be cash or non - cash items.

what is exatly the Alien Business Licence? is it a good option instead of ltd in my case (bar,coffeshop)?

The Foreign Business Act places restrictions on the businesses that may be carried on by an Alien which includes a company or partnership which has at least half its shares owned by foreigners, a foreign company or a foreign individual. Accordingly, a Thai company which has only a minority of its shares owned by foreigners is not an ‘Alien’ for the purposes of the Act.

The Act imposes restrictions on 43 categories of business activity divided into three Schedules, Schedule 1, Schedule 2 and Schedule 3.

For businesses listed in Schedule 2, minority foreign ownership is possible without permission. Up to 60% (with a possibility of applying for up to 75%) foreign ownership is possible with ministerial approval. At least 40% of the directors must be Thai nationals.

For businesses listed under Schedule 3 which includes bars ior restaurants, minority foreign ownership is possible without permission. Majority foreign ownership is possible with permission of the Commercial Registration Department and approval of the Alien Business Board.

Where permission for majority foreign ownership is granted, other conditions may be imposed under the Act.

Criteria for approval of majority foreign ownership To obtain approval for majority foreign ownership of a Schedule 2 or 3 business, a foreign investor will have to demonstrate that the nature of the business contributes to a number of matters, including: national safety and security; economic and social development; natural resources and energy conservation; environmental protection and consumer protection. Other matters that will be taken into account include: the size of the business; the creation of employment, the transfer of technology, and research and development. As you can see the odds are low that a bar will be considered a contribution to national safety and security.

Any license granted may include conditions in relation to the following matters: the debt to asset ratio of the business, the number of alien directors to reside in Thailand, the minimum capital levels to be maintained and the period during which such levels should be maintained, requirements concerning technology or property, and other conditions.

The Act and subsequent regulations that have been issued, impose requirements for minimum paid up capital. Foreign shareholders will also have to show evidence that such capital has actually been brought into Thailand. In order to get the work permit you will need to show cash of 3 million transferred into Thailand if you are considered a foreign company.

You still would have to have a Thai limited company even if you have an Alien Business License.

If you are involved in a business that does not compete against Thais such as export, manufacturing or hotel management then you can own the business 99.994%

and the 0,006%?

They can be any other nationality if you like.

Examply you have 99.994%

.001% is an American

.001% is an Indian

etc etc ec

If you are investing in another type of business such as a service type business than you have a number of choices.?

Is a bar considered "against Thais"?

Is it difficult to get the licence in case I would set a new one?

Thanks

You are competing against Thais hence you can be only a minor shareholder( unless you can obtain an Alien Business License). However the Ministry of Commerce will permit a class of shares to have special voting rights where ten shares equal one vote. Hence you can have control over your investment.

It is not difficult to get an alcohol license.

www.lawyer.th.com

[skylar]

I would rethink the idea of running a bar if I were you.

Some people do make money running bars, lots and lots do not.

should be easy if a) doesn't have any tab-running drinking buddies and does not drink alcohol himself. Break the rules and pay the price