Seeking advice?

I'm US. citizen our 1 year old son is US. citizen and Thai. We miss Thailand and want to return soon. Getting ready to set up a corporation here in US. to have over there in Thailand. Does anybody know the best way to do this L.L.C? not worried about US. but best for Thailand, laws, business, residency, visa ete.

Any advice would be greatly appreciated.

Individual circumstances are different ....you need a lawyer in Thailand. Corner cutting could bite you. Are you married ?

As a US citizen you can have use for the The Treaty of Amity and Economic Relations between the United States of America and the Kingdom of Thailand.

The Treaty allows American companies to maintain a majority shareholding or to wholly own its company, branch office or representative office located in Thailand

American companies receive national treatment. That is, they may engage in business on the same basis as Thai companies, and are exempt from most of the restrictions on foreign investment imposed by the Alien Business Law of 1972.

They include:

1. owning land;

2. engaging in the business of inland communications;

3. engaging in inland transportation and communication industries:

4. engaging in fiduciary functions;

5. engaging in banking involving depository functions;

6. engaging in domestic trade in indigenous agricultural products;

7. exploiting land or other natural resources

More info here:

http://www.thaivisa.com/481.0.html

For a partnership, branch office, joint venture, or limited company, the following documents are required to be notarized by a Notary Public and sent to the Commercial Service office at the Embassy in Bangkok for certification:

A. Articles of Incorporation

B. Bylaws of the Company

C. An Affidavit of the Manager or Corporate Officer, stating the following:

- Name of the Company, registration number, and date of registration.

- Address of registered office.

- Jurisdiction under which the corporation is registered.

- Name, address, nationality, age and race of each director, number of shares held by each, and identification of the director(s) with the power to bind the company.

- Authorized capital of the Company, number of shares and par value of each and amount of paid up capital.

- Total number of shareholders, their nationalities, and number of shares owned or held by them.

For an applying U.S. company that is a subsidiary to a larger, parent company, the applying U.S. company, in addition to the above required documents, must also provide the same required documents pertaining to its parent company to the Commercial Service office at the U.S. Embassy in Bangkok.

For an applying U.S. company wishing to invest directly in a Thai company to obtain a majority of the Thai company's shares, the applying company must show notarized proof that the majority of owners and directors of both the applying company and the company to be incorporated are (or will be) U.S. citizens either by birth or naturalization.

Upon receipt of the preceding required documents, the Commercial Service then will prepare a document that certifies to the Thai Department of Commercial Registration of the Ministry of Commerce that the applying business organization is an American owned and managed company and is therefore entitled to national treatment under the provisions of the Treaty.

If you will be working for the company and drawing a salary, you may not want to have a U.S. company.  Just because you will be living and working in Thailand does not relieve you of the requirement to conform with the U.S. Internal Revenue Code and related laws.

Using a U.S. based corporation or other entity has a number of drawbacks.  For one, even if you qualify for the exclusion from income tax, you would be liable for any social security tax on your earnings.  Also, it leaves things for the IRS to reach, in the event you have trouble with them at any time.

Generally, I recommend that my clients establish an entity outside the U.S. to cover their business in Thailand.  However, there is not single BEST solution; you must consider the facts and circumstances of each person to determine the appropriate solution.