How To Buy A Company?

[RaysFan]

Ive found a business I would like to purchase. The business is currently owned by a Thai and is in that Thai persons name.

Ive spoken with a lawyer, but I just wanted to see if anyone has bought a business from someone in Thailand and if they could walk me through the process as I am a little confused.

I know the steps, I just dont know the proper order or really how to get started.... So here are the steps, in no particular order....

1. Give the guy the money for his business...

2. ?????????

3. Treaty of Amity (I am American, no Thais will be a part of this company)

4. Register limited company with my name, my moms name, my dads name (all American).

??????????????

Someone please step in and clear this all up. Thank you.

[Arkady]

The process of setting up a treaty company is a bit more laborious than for a regular Thai company because you have to apply for an alien business licence from the Ministry of Commerce which of course involves a lot of additional documentation and forms to be filled in. You also need to wait for the MoC's decision which can be weeks or months, depending on their current mood. However, I believe that, unlike other applications for alien business licences, the treaty doesn't give the MoC much latitude to reject applications that tick all the boxes and aren't intended to engage in sectors that aren't permitted under the treaty, e.g. financial services, logistics etc, but they may like to show their power by wasting your time. I believe minimum capital for a treaty company to get a work permit is Bt 3 million, as opposed to Bt 2 million.

If the seller has been running the business as limited company, you will need a sales and purchase agreement to buy the assets of the business and inject these into your company when it is ready. There is no point in buying his company as it can't be changed to a treaty company (these need to be set up from scratch) and anyway you don't want any hidden liabilities that crop up after the event. Your S&P agreement needs to be very specific that any liabilities that you have not agreed to take on as part of the purchase will be for the vendor's account. The sale of assets will generate a tax liability for the vendor, both income tax and VAT. You will need to be very clear who has to pay these.

[RaysFan]

The company is just owned by a Thai, its not a limited company or anything... Just your everyday Thai owned business... I plan on using a lawyer and doing all the paperwork through him. The thing I'm most confused on is what happens after I give him the money? Really the first step I guess... I pay him... Then what?

[rakshell]

1) Don't give ANYONE any money until you have ALL documents checked by a legal advisor.

2) Assuming you have done all the "due diligence" on the business. I would even get a book keeper or an accountant (not HIS book keeper!) to check the books first. A business is about money. Do you know for sure that the books are legit?

3) Will he be liable for any legal or financial problems (litigation, unpaid taxes, debts ect) that may occur from sales made during his ownership of the business. I would get him to sign a legal document to this effect.

4) Lastly, I would only pay about half the asking price now, and the balance after a few months to mitigate any issues. The funds can always be placed in an escrow account to protect every one.

ONCE THE MONEY IS 100% IN HIS BANK ACCOUNT ITS GONE FROM YOURS!

[rakshell]

The company is just owned by a Thai, its not a limited company or anything... Just your everyday Thai owned business... I plan on using a lawyer and doing all the paperwork through him. The thing I'm most confused on is what happens after I give him the money? Really the first step I guess... I pay him... Then what?

"I plan on using a lawyer and doing all the paperwork through him"

So he is selling you the business and he is DOING ALL PAPERWORK? How do you plan to protect yourself if the paperwork is in HIS favour? You should use an independant business laywer. Just my 2 cents.

[onthemoon]

It's none of my business to question your decision, but I wonder why you would want to buy a company. It should be easier, faster, cheaper and safer (!) to open a new company and just buy the assets and the customer and supplier bases from him, and take over his staff.

Edited April 28, 2013 by onthemoon

[rakshell]

It's none of my business to question your decision, but I wonder why you would want to buy a company. It should be easier, faster, cheaper and safer (!) to open a new company and just buy the assets and the customer and supplier bases from him, and take over his staff.

Totally agree! Start with a CLEAN slate...

[RaysFan]

Ah, sorry, I think I might have not been so clear with my wording....

I am not buying a "company" Im buying a restaurant owned by a Thai (Thai wife and Italian husband). They are moving to Italy and selling their restaurant. Its just a Thai business now. I have checked everything, the restaurant is good, profitable, and I can make it much better, Im not worried about making money, It will make money.

I am just asking how to set up an Amity company and how to get the ball rolling. Ive talked to lawyers via email, but they are just not so clear to me, and I really dont know where to begin. I dont have a Thai helping me, Im doing this all alone.

Ive agreed with the owners of the restaurant on sale price... Now what do I do???? Can someone walk me through it? I would really appreciate it.

[onthemoon]

Ah, sorry, I think I might have not been so clear with my wording....

I am not buying a "company" Im buying a restaurant owned by a Thai (Thai wife and Italian husband). They are moving to Italy and selling their restaurant. Its just a Thai business now. I have checked everything, the restaurant is good, profitable, and I can make it much better, Im not worried about making money, It will make money.

I am just asking how to set up an Amity company and how to get the ball rolling. Ive talked to lawyers via email, but they are just not so clear to me, and I really dont know where to begin. I dont have a Thai helping me, Im doing this all alone.

Ive agreed with the owners of the restaurant on sale price... Now what do I do???? Can someone walk me through it? I would really appreciate it.

I don't think anybody will walk you through it over here for free. I can recommend a good lawyer though, if you send me a PM.-