Confusion about opening a business/company with Thai wife.

[craigp]

I know I've sort of asked this question before, but I'm still confused. I asked my wife to call the government office to find out how to open a business here. It didn't go well. All's she could really tell me was it was very complicated and must have a lot of capital. Also, she said it would need 2 Thai's and myself.

I don't know what her and the government/spoke about, but I think she asked the wrong questions.

I want to go down the partnership 49% farang and 51% Thai route.

Have any members been through this before and can please offer me some clear advice how to go about it?

Many thanks in advance.

[ubonjoe]

To get a work permit requires 1 million baht resisted capital but that does not mean you have to have the cash. It is an extra amount you do when you do when you register the partnership. The number of Thai employees needed is correct but one can be your wife.

This A Business Guide to Thailand (English) (2014) from the BOI has info on company registration and other useful info.

[craigp]

I really don't get it, what is the point or idea in registering 1 million baht, if I don't really register 1 million baht. ?

And if I go for the partnership (49% me, 51% wife) where does the 3rd Thai fit into it?

Thank you ubonjoe. The link you sent me, do you know of a link for the same information in Thai language for my wife to read please?

[TobiasML]

What you mean is that you would like to open a LTD company. For this you will need 2 partners (one needs to be Thai) and yourself. 51% of the company needs to be in the hand of a Thai person and the remaining but 2 foreign shareholders. You will need 1 million registered capital to get a work permit if you are married. 2 million if not married. For a work permit you will need 2 employees if you are married or four employees without. The paid up capital can be zero but it is recommended to have at least 25% paid up!to show the sincerity of this business. You can do it easily by yourself but if you would like to have your interest protected you should get allayed involved, which will write up a good shareholder agreement. Otherwise most of the accountants are able to setup your company.

I knight have forgotten one or the other thing but I am sure someone will chip in soon.

Sent from my iPad using Thaivisa Connect Thailand mobile app

[craigp]

So, I can use another farang as the third share holder? I also need 2 Thai employee's for the work permit.......Any ideas how many hours each employee must work? Can my wife be one of the employee's?

Somehow I just know this wasn't going to be as simple as I first thought.....

[moe666]

Post number 2 says one can be your wife

[craigp]

Just to add another question to this, if she went down the route of being a sole trader and I kept out of it, then I'm guessing that would be so simple. ?

[craigp]

If the 3rd share holder is Thai, can he/she also be one of the two employees?

[ubonjoe]

What you mean is that you would like to open a LTD company. For this you will need 2 partners (one needs to be Thai) and yourself. 51% of the company needs to be in the hand of a Thai person and the remaining but 2 foreign shareholders. You will need 1 million registered capital to get a work permit if you are married. 2 million if not married. For a work permit you will need 2 employees if you are married or four employees without. The paid up capital can be zero but it is recommended to have at least 25% paid up!to show the sincerity of this business. You can do it easily by yourself but if you would like to have your interest protected you should get allayed involved, which will write up a good shareholder agreement. Otherwise most of the accountants are able to setup your company.

I knight have forgotten one or the other thing but I am sure someone will chip in soon.

Sent from my iPad using Thaivisa Connect Thailand mobile app

The OP was asking about setting up a partnership not a LTD company.

There is no need for share holders in a partnership.

[craigp]

What you mean is that you would like to open a LTD company. For this you will need 2 partners (one needs to be Thai) and yourself. 51% of the company needs to be in the hand of a Thai person and the remaining but 2 foreign shareholders. You will need 1 million registered capital to get a work permit if you are married. 2 million if not married. For a work permit you will need 2 employees if you are married or four employees without. The paid up capital can be zero but it is recommended to have at least 25% paid up!to show the sincerity of this business. You can do it easily by yourself but if you would like to have your interest protected you should get allayed involved, which will write up a good shareholder agreement. Otherwise most of the accountants are able to setup your company.

I knight have forgotten one or the other thing but I am sure someone will chip in soon.

Sent from my iPad using Thaivisa Connect Thailand mobile app

The OP was asking about setting up a partnership not a LTD company.

There is no need for share holders in a partnership.

So I can just do this with my wife as a partnership, I would have to employ at least 1 Thai (other than my wife, as she want's to continue in her current employment) and I get get a work permit?

[ubonjoe]

What you mean is that you would like to open a LTD company. For this you will need 2 partners (one needs to be Thai) and yourself. 51% of the company needs to be in the hand of a Thai person and the remaining but 2 foreign shareholders. You will need 1 million registered capital to get a work permit if you are married. 2 million if not married. For a work permit you will need 2 employees if you are married or four employees without. The paid up capital can be zero but it is recommended to have at least 25% paid up!to show the sincerity of this business. You can do it easily by yourself but if you would like to have your interest protected you should get allayed involved, which will write up a good shareholder agreement. Otherwise most of the accountants are able to setup your company.

I knight have forgotten one or the other thing but I am sure someone will chip in soon.

Sent from my iPad using Thaivisa Connect Thailand mobile app

The OP was asking about setting up a partnership not a LTD company.

There is no need for share holders in a partnership.

So I can just do this with my wife as a partnership, I would have to employ at least 1 Thai (other than my wife, as she want's to continue in her current employment) and I get get a work permit?

For a partnership all that is needed is your wife as a partner.

The number of employees would depend upon the work permit office you have to use. Some may want 4 employees the basic rule is 2 with you wife being one of the employees.

[belg]

never got answer before : what happens to your registered capital of 1 / 2 million baht when you deceide to stop your business ?

you get it back ? it is just some money on a thai bank account ?

is it locked ?

[ubonjoe]

never got answer before : what happens to your registered capital of 1 / 2 million baht when you deceide to stop your business ?

you get it back ? it is just some money on a thai bank account ?

is it locked ?

It is not real money. It is just a value you pay extra for when you register a company or partnership.

This from page 13 of the business guide I posted a link to earlier.

The fee for registering a partnership is 100 baht per 100,000 baht of registered capital. A fraction of 100,000 baht is regarded as

100,000 baht. The minimum fee is 1,000 baht and the maximum fee is 5,000 baht

[CNXTim]

Find and consult a good lawyer.

[umbanda]

Look at www.dbd.go.th , it is in Thai and English, or go to the Department of Business Development in your town...If you are lucky somebody may speak English there....But I can tell you that to open a LIMITED PARTNERSHIP COMPANY do not need to show money and it is very easy...No necessary at all to get help or pay a lawyer.To open a LIMITED COMPANY is different and need money in the bank. For small business an individual company or a limited partnership company is good enough...To become part of the company the Limited Partnership Company is the right one. Can be 51% and 1% for 2 Thai partners, with 48% for farang. Sometimes will need more one or two Thai partners. Ask at the DBD office. Make sure you really need a company to do business, because later you will need to pay a CPA to declare taxes, and will cost you around 10000THB every time for its services. To get a WP needs to show that your skills are necessary for the company, and the company have at least 2 partners or employees, in some areas the labor department may ask for more than 2. You can open a limited partnership just with your wife like investor/partner, not working for the company. If you will work will need to have other Thai partners or employees paying social security, etc, etc. working or not. Any partner can be the Manager Director.

Edited May 30, 2014 by umbanda

[umbanda]

If the 3rd share holder is Thai, can he/she also be one of the two employees?

Yes.

[umbanda]

never got answer before : what happens to your registered capital of 1 / 2 million baht when you deceide to stop your business ?

you get it back ? it is just some money on a thai bank account ?

is it locked ?

It is not real money. It is just a value you pay extra for when you register a company or partnership.

This from page 13 of the business guide I posted a link to earlier.

The fee for registering a partnership is 100 baht per 100,000 baht of registered capital. A fraction of 100,000 baht is regarded as

100,000 baht. The minimum fee is 1,000 baht and the maximum fee is 5,000 baht

For a Limited Partnership is NOT necessary to show money. The registered capital can be any, most common from 500K to 1 mil. That "capital" indicates the max responsability of the company in case of any bankruptcy or legal action. If the company will work in BIG business like import/export, or any kind in need of bonds, licenses, etc, 1 mil is required registered capital. Most of the times 500K is enough. The cost to register a limited partnership is about 2000THB and is done in 3 days.

[CharlesHH]

Your phrasing is wrong......... it should be "... opening a business FOR my Thai wife."

Seriously, you need a lawyer to set up your company. I recommend an international firm that can often hire reputable lawyers, but not all of them. I used Tilkie and Gibbons with great success.

However, in dealing with Thai citizen lawyers, I have found them universally working for themselves while appearing to work for you and your case. The idea of professionalism is not the same here as some places.

I think, at that biz size and not lots larger, you are in for a world of hurt.

I really don't get it, what is the point or idea in registering 1 million baht, if I don't really register 1 million baht. ?

And if I go for the partnership (49% me, 51% wife) where does the 3rd Thai fit into it?

Thank you ubonjoe. The link you sent me, do you know of a link for the same information in Thai language for my wife to read please?

[LukKrueng]

1. Different types of businesses: a. Sole Owner, b. Partnership, c. Limited Partnership, d. Company Limited. The 1st 2 your personal assents are NOT protected and in case of a law suit against your company, if the company doesn't have enough assets they can go after your personal assets. In Limited Partnership 1 partner can be of limited liability thus his/her personal assets are protected and he/she is only liable for up to his/her share in the company, while the other partner is not protected and liable for the remaining claim against the company. Type d - Limited Company - each partner is only liable for his share of the company and if the amount of the claim exceeds the total assets of the company no one can come after your personal assents. As it is not too difficult nor expensive to start a limited company, it is always the best option. For Limited company you need minimum 3 partners, at least 1 of which must be Thai, and the total shares held by non Thais can't be more than 49% - but in some cases - like big registered capital the max shares for non Thai might be less. The registered capital doesn't have to be paid upfront. everything you spend for establishing the company (before and after you register) can be counted for the capital. The actual amount of the registered capital means the initial value of the company and your share in it. Suppose you register a 2 million THB company, and your part is 10%, that means you have to "pay" your way into the company with 200K THB. in case some1 sue your company for 2 mil, you only liable for those 200K. If you can show records of actually paying this amount into the company - you are done with the suit. But if you invested only 50K in the company (you paid for a computer or something) then you are still liable for another 150K from your personal assets.

All that said - your best bet is to contact an accountant to help you register the company and all needed documents. Sure, you (or your wife) might be able to do it yourselves, but it will be faster and safer to get a pro do it for you. I wouldn't go to a lawyer for this as they charge too much and no need a lawyer for that.

2. Work Permit - I don't know about the difference in rules between married / non married to Thai, the same accountant can tell you and help you with that too, but anyway, partners can be employees as well for the count of employees. If your wife doesn't plan to work in the business, better not register her as an employee for the initial step of company registration and WP approval, as people from the labor department AND people from the company registration office MIGHT pop for a visit to make sure it is a real business and all is kosher before issuing the docs you need.

Good luck

[Guest]

just go to an accountant or lawyer