Has anyone setup an office in Pattaya or surroundings, what's your experience?

[Basil B]

Seeking a good reliable employee is tough...

But then look at it the other way it must be really tough for a good employee to find a good employer in Pattaya.

[boldface]

You misunderstand me, the offshore construction is only used to get the Thai shares in hand so that I fully own the company.

When you register a Thai company you need 2 Thai shareholders right, and they own 51%, well you can have these shares moved to different entities, eg offshore companies so that 49% of shares are personally owned by me, say 25,5% owned by my LLC with a virtual office in the US and another 25,5% owned by my virtual company in Hong Kong, just to name something.

To avoid paying too much tax I could even invoice from those seperate companies for certain services. Eg: I could say my Hong Kong company is my SEO provider and my LLC fullfills my content needs, that would be a little bit shady though as both have shares in the Thai company, no idea if that could cause legal trouble but I'm sure a lawyer can advice on that.

Anyhow it would be an ideal situation to protect assets and pay minimum tax.

You seem to be getting some very weird advice from somewhere.

You don't need a separate company at all, and there is no real benefit in cost saving with tax (what you save, you will lose in withholding tax) from having it that way. Keep it simple - 1 thai owns 50%. You own 49% and some mate owns 1% (get photo copy of his passport etc and signed a couple of times to use in the future if you need to remove him from the company). You will also need 4 thais working for you straight away before you get a work permit. To get that you need to exit the country to get a Non Imm B Visa. You will have to register for VAT and social security etc and loads of stuff. You will need all of this before you get a bank account as well.

Avoid "shady" and stick to the rules keeping it simple. There are 2 big players in the SEO field in Pattaya already, and they will not be overly happy with you starting up and likely targeting their experienced staff and customers.....you don't want immigration and the labour department sniffing around you with their hands out due to a tip off.

[jaywalker]

My Dad was in the US Army (as was I later on). He told when I first joined there were 3 ways of doing things.

1 - The right way.

2 - The wrong way.

3 - The Army way.

Same in Thailand.

1 - The right way.

2 - The wrong way.

3 - The Thai way.

I would NOT start a business in Thailand. I've worked with several as their "technical adviser" & those contracts put many, many gray hairs on my head.

I'd suggest hopping on a plane & going to Manila & visit an outsourcing company. Talk to the manager there face to face & let him deal with the worker bees and taxes.

I know it might seem like saving money when you only have to pay the workers 15K a month in Thailand, but by the time you get thru w/ the taxes & guv't red tape...better off paying 40K per month & not have to deal with the Thai guv't in my opinion.

Also there was an article on the Siam Legal (forum sponsor here) website the other day where the Thai guv't is talking about changing the rules as far as foreign majority control of businesses.

They always move the goal posts in Thailand.

This entire article deserves its own thread here in the "News" section. It's dated Sep 18, 2015, so is only 4 days old.

Restricting Foreign Ownership: Amendments to the FBA

[dennis123]

You misunderstand me, the offshore construction is only used to get the Thai shares in hand so that I fully own the company.

When you register a Thai company you need 2 Thai shareholders right, and they own 51%, well you can have these shares moved to different entities, eg offshore companies so that 49% of shares are personally owned by me, say 25,5% owned by my LLC with a virtual office in the US and another 25,5% owned by my virtual company in Hong Kong, just to name something.

To avoid paying too much tax I could even invoice from those seperate companies for certain services. Eg: I could say my Hong Kong company is my SEO provider and my LLC fullfills my content needs, that would be a little bit shady though as both have shares in the Thai company, no idea if that could cause legal trouble but I'm sure a lawyer can advice on that.

Anyhow it would be an ideal situation to protect assets and pay minimum tax.

You seem to be getting some very weird advice from somewhere.

You don't need a separate company at all, and there is no real benefit in cost saving with tax (what you save, you will lose in withholding tax) from having it that way. Keep it simple - 1 thai owns 50%. You own 49% and some mate owns 1% (get photo copy of his passport etc and signed a couple of times to use in the future if you need to remove him from the company). You will also need 4 thais working for you straight away before you get a work permit. To get that you need to exit the country to get a Non Imm B Visa. You will have to register for VAT and social security etc and loads of stuff. You will need all of this before you get a bank account as well.

Avoid "shady" and stick to the rules keeping it simple. There are 2 big players in the SEO field in Pattaya already, and they will not be overly happy with you starting up and likely targeting their experienced staff and customers.....you don't want immigration and the labour department sniffing around you with their hands out due to a tip off.

No I just do some research, something you should do yourself before contributing to something you know very little about.

Not in a million years that a Thai will hold half of my company on paper, no surprise that so many foreigners get screwed over, they're just asking for it by the way they set it all up.

[marinediscoking]

You misunderstand me, the offshore construction is only used to get the Thai shares in hand so that I fully own the company.

When you register a Thai company you need 2 Thai shareholders right, and they own 51%, well you can have these shares moved to different entities, eg offshore companies so that 49% of shares are personally owned by me, say 25,5% owned by my LLC with a virtual office in the US and another 25,5% owned by my virtual company in Hong Kong, just to name something.

To avoid paying too much tax I could even invoice from those seperate companies for certain services. Eg: I could say my Hong Kong company is my SEO provider and my LLC fullfills my content needs, that would be a little bit shady though as both have shares in the Thai company, no idea if that could cause legal trouble but I'm sure a lawyer can advice on that.

Anyhow it would be an ideal situation to protect assets and pay minimum tax.

You seem to be getting some very weird advice from somewhere.

You don't need a separate company at all, and there is no real benefit in cost saving with tax (what you save, you will lose in withholding tax) from having it that way. Keep it simple - 1 thai owns 50%. You own 49% and some mate owns 1% (get photo copy of his passport etc and signed a couple of times to use in the future if you need to remove him from the company). You will also need 4 thais working for you straight away before you get a work permit. To get that you need to exit the country to get a Non Imm B Visa. You will have to register for VAT and social security etc and loads of stuff. You will need all of this before you get a bank account as well.

Avoid "shady" and stick to the rules keeping it simple. There are 2 big players in the SEO field in Pattaya already, and they will not be overly happy with you starting up and likely targeting their experienced staff and customers.....you don't want immigration and the labour department sniffing around you with their hands out due to a tip off.

No I just do some research, something you should do yourself before contributing to something you know very little about.

Not in a million years that a Thai will hold half of my company on paper, no surprise that so many foreigners get screwed over, they're just asking for it by the way they set it all up.

Your research is faulty. You do understand when you control the voting rights you control everything, you cannot be out voted on any decision. If you company is properly set up you can remove any thai shareholder at anytime, and you would never put the 51% of the shares in one persons name. You need at least 3 thai shareholders and I would recommend they don't know each other. If you cannot accept the 49% ownership on paper then you cannot do business here without it having to be 100% in a thai name. I've had a LTD here for over 10 years now and don't know anyone who has had his or hers company taken away by a thai shareholder. This is not only standard practice in Thailand but in most countries.

[innerspace]

In most companies a max of 49% can be foreign owned. In that law a foreign individual and overseas company are treated equally. You cannot own 49% and have the other 51% owned by foreign businesses except in rare situations.

However the 49% can give you total control and safety if done right.

One exception available to a non American software company although even that is easier with and often requires majority Thai shares.

[dennis123]

I swear that I read in an official document from a Thai government website something about being able to transfer shares (outside those 49%) to foreign entities. Will try to find it again.

[dennis123]

Your research is faulty. You do understand when you control the voting rights you control everything, you cannot be out voted on any decision. If you company is properly set up you can remove any thai shareholder at anytime, and you would never put the 51% of the shares in one persons name. You need at least 3 thai shareholders and I would recommend they don't know each other. If you cannot accept the 49% ownership on paper then you cannot do business here without it having to be 100% in a thai name. I've had a LTD here for over 10 years now and don't know anyone who has had his or hers company taken away by a thai shareholder. This is not only standard practice in Thailand but in most countries.

How would you control the voting rights if 51% is in Thai hands?

I understand I wouldn't put 51% in one persons name, BUT, when you let a lawyer take care of the setup he/she could connect the people together and screw you over, yes exceptional but not impossible.

You personally haven't seen anyone taking over a company, but these things have happened in the past, extreme example was a club at Koh Samui, where they simply KILLED the owner!!!

Or take the case of the guy in Phuket, who lost 5 or 6 houses due to forging his signature, these houses were on a Thai company name as a foreigner can't own land here or that other guy from the UK.

There you go already 3 examples that reached the publicity, even the BBC made a documentary about it.

Anyhow, having people steal my company isn't even my main concern as it's a small chance, but what about profits? If others own 51% shouldn't they be eligible to receive 51% of the profits as well?

[Rimmer]

If you want to talk about owning houses, voting rights and shareholding please do so in the Real Estate, housing, house and land ownership Forum where it has been discussed in great detail for many years

[marinediscoking]

Your research is faulty. You do understand when you control the voting rights you control everything, you cannot be out voted on any decision. If you company is properly set up you can remove any thai shareholder at anytime, and you would never put the 51% of the shares in one persons name. You need at least 3 thai shareholders and I would recommend they don't know each other. If you cannot accept the 49% ownership on paper then you cannot do business here without it having to be 100% in a thai name. I've had a LTD here for over 10 years now and don't know anyone who has had his or hers company taken away by a thai shareholder. This is not only standard practice in Thailand but in most countries.

How would you control the voting rights if 51% is in Thai hands?

I understand I wouldn't put 51% in one persons name, BUT, when you let a lawyer take care of the setup he/she could connect the people together and screw you over, yes exceptional but not impossible.

You personally haven't seen anyone taking over a company, but these things have happened in the past, extreme example was a club at Koh Samui, where they simply KILLED the owner!!!

Or take the case of the guy in Phuket, who lost 5 or 6 houses due to forging his signature, these houses were on a Thai company name as a foreigner can't own land here or that other guy from the UK.

There you go already 3 examples that reached the publicity, even the BBC made a documentary about it.

Anyhow, having people steal my company isn't even my main concern as it's a small chance, but what about profits? If others own 51% shouldn't they be eligible to receive 51% of the profits as well?

Yes if you want to take the last 20 years there have been some cases but not that many out of the thousands and thousands of LTD's set up here. I have known many cases where the expat partner has tried to cut out the other expat partner. Most if not all do not succeed when the case gets to court. I personally know about 30-50 business owners here from my 20 plus years here and I stand by my original statement. I have over the years had to sue thai land owners who tried to break my lease earily on a few occasions and have won all of those cases so the legal system does work here to some extent.

About leaving it to the lawyer finding the thai partners.... who in their right mind would even consider it? If any lawyer here suggests that you should, run quickly away from him.

To the 51% thai share holders, no payment is ever made to them as when set up properly they are removed from the company as soon as they try to make a claim for it. Find some thai friends would be willing sign in as share holders for you, maybe give them a few grand for helping you. I broke up the 51% shares in my company between 7 thai's. I don't think I can be more specific on how removing them works on this forum according to its rules but this is common knowledge here.

[innerspace]

Voting rights and shares are different things. Read up ordinary vs preferred shares. You can have control with 49% or even less.

[boldface]

You misunderstand me, the offshore construction is only used to get the Thai shares in hand so that I fully own the company.

When you register a Thai company you need 2 Thai shareholders right, and they own 51%, well you can have these shares moved to different entities, eg offshore companies so that 49% of shares are personally owned by me, say 25,5% owned by my LLC with a virtual office in the US and another 25,5% owned by my virtual company in Hong Kong, just to name something.

To avoid paying too much tax I could even invoice from those seperate companies for certain services. Eg: I could say my Hong Kong company is my SEO provider and my LLC fullfills my content needs, that would be a little bit shady though as both have shares in the Thai company, no idea if that could cause legal trouble but I'm sure a lawyer can advice on that.

Anyhow it would be an ideal situation to protect assets and pay minimum tax.

You seem to be getting some very weird advice from somewhere.

You don't need a separate company at all, and there is no real benefit in cost saving with tax (what you save, you will lose in withholding tax) from having it that way. Keep it simple - 1 thai owns 50%. You own 49% and some mate owns 1% (get photo copy of his passport etc and signed a couple of times to use in the future if you need to remove him from the company). You will also need 4 thais working for you straight away before you get a work permit. To get that you need to exit the country to get a Non Imm B Visa. You will have to register for VAT and social security etc and loads of stuff. You will need all of this before you get a bank account as well.

Avoid "shady" and stick to the rules keeping it simple. There are 2 big players in the SEO field in Pattaya already, and they will not be overly happy with you starting up and likely targeting their experienced staff and customers.....you don't want immigration and the labour department sniffing around you with their hands out due to a tip off.

No I just do some research, something you should do yourself before contributing to something you know very little about.

Not in a million years that a Thai will hold half of my company on paper, no surprise that so many foreigners get screwed over, they're just asking for it by the way they set it all up.

You're wrong. As with the other posts I have made on this thread, which you appeared to appreciate greatly, my post above is also correct. What is confusing you is Preferential and Ordinary shares, and the difference there in. However, you are not allowed to own a majority of a company in Thailand (with a few exceptions which have been mentioned... but not by you) Your miss understanding of this most basic of rules of engagement here in Thailand suggests that you might indeed be better to stay on tourist visas, and run a firm out of another country. It is the lack of understanding of Thai Laws that does lead so many farangs to be "screwed over" as you so nicely put it. Anyway, you don't want real advice, so I'll leave you to it.

[dennis123]

Yes if you want to take the last 20 years there have been some cases but not that many out of the thousands and thousands of LTD's set up here. I have known many cases where the expat partner has tried to cut out the other expat partner. Most if not all do not succeed when the case gets to court. I personally know about 30-50 business owners here from my 20 plus years here and I stand by my original statement. I have over the years had to sue thai land owners who tried to break my lease earily on a few occasions and have won all of those cases so the legal system does work here to some extent.

About leaving it to the lawyer finding the thai partners.... who in their right mind would even consider it? If any lawyer here suggests that you should, run quickly away from him.

To the 51% thai share holders, no payment is ever made to them as when set up properly they are removed from the company as soon as they try to make a claim for it. Find some thai friends would be willing sign in as share holders for you, maybe give them a few grand for helping you. I broke up the 51% shares in my company between 7 thai's. I don't think I can be more specific on how removing them works on this forum according to its rules but this is common knowledge here.

I'm not talking about letting a lawyer find Thai partners, but the Thai partners will have to come to the law office to sign the documents and all right, so the lawyer has their contact details so could connect them all.

Still it surprises me that they wouldn't be entitled to 51% of the profits after all they are the share holders, and if you sack them at their first attempt I suppose they could make a backward claim.

[dennis123]

You misunderstand me, the offshore construction is only used to get the Thai shares in hand so that I fully own the company.

When you register a Thai company you need 2 Thai shareholders right, and they own 51%, well you can have these shares moved to different entities, eg offshore companies so that 49% of shares are personally owned by me, say 25,5% owned by my LLC with a virtual office in the US and another 25,5% owned by my virtual company in Hong Kong, just to name something.

To avoid paying too much tax I could even invoice from those seperate companies for certain services. Eg: I could say my Hong Kong company is my SEO provider and my LLC fullfills my content needs, that would be a little bit shady though as both have shares in the Thai company, no idea if that could cause legal trouble but I'm sure a lawyer can advice on that.

Anyhow it would be an ideal situation to protect assets and pay minimum tax.

You seem to be getting some very weird advice from somewhere.

You don't need a separate company at all, and there is no real benefit in cost saving with tax (what you save, you will lose in withholding tax) from having it that way. Keep it simple - 1 thai owns 50%. You own 49% and some mate owns 1% (get photo copy of his passport etc and signed a couple of times to use in the future if you need to remove him from the company). You will also need 4 thais working for you straight away before you get a work permit. To get that you need to exit the country to get a Non Imm B Visa. You will have to register for VAT and social security etc and loads of stuff. You will need all of this before you get a bank account as well.

Avoid "shady" and stick to the rules keeping it simple. There are 2 big players in the SEO field in Pattaya already, and they will not be overly happy with you starting up and likely targeting their experienced staff and customers.....you don't want immigration and the labour department sniffing around you with their hands out due to a tip off.

No I just do some research, something you should do yourself before contributing to something you know very little about.

Not in a million years that a Thai will hold half of my company on paper, no surprise that so many foreigners get screwed over, they're just asking for it by the way they set it all up.

You're wrong. As with the other posts I have made on this thread, which you appeared to appreciate greatly, my post above is also correct. What is confusing you is Preferential and Ordinary shares, and the difference there in. However, you are not allowed to own a majority of a company in Thailand (with a few exceptions which have been mentioned... but not by you) Your miss understanding of this most basic of rules of engagement here in Thailand suggests that you might indeed be better to stay on tourist visas, and run a firm out of another country. It is the lack of understanding of Thai Laws that does lead so many farangs to be "screwed over" as you so nicely put it. Anyway, you don't want real advice, so I'll leave you to it.

Sorry sometimes I'm a bit grumpy and don't remember who posted what.

I'll look up preferential vs ordinary shares to get a bit wiser.

[boldface]

Its very easy - preferential shares have 2 votes, and ordinary have 1. I think you can assign weighting as much as you like but I am not certain. I use 2:1. It means that you can hold 49% of the firm, but have 98% of the voting rights.

[marinediscoking]

They don't have to come to the lawyer's office,mine never did. On the share forms they sign in as being a share holder and they sign another form relinquishing the shares at the same time which is held by you for safe keeping. You only need a sighed copy of thier id card. Those papers are given to your lawyer so he could track them down if he really wanted to.