Nominee Shareholders And Land Owning Companies

[udon]

It would be good to have some comments from Sunbelt.

GREG !

[simon43]

Alf Witt - you have made some very good points and applied sound reasoning, based upon your knowledge of the relevant laws regarding land ownership, companies etc etc.

But you have made a single, very fundamental error in your arguement!

You have tried to apply western thinking and logic.

This is Thailand. Even if a Thai law appears to be rock-solid written in stone - it is not!! If you are not Thai, then it doesn't really matter how much you argue and reason according to the relevant laws. You are not Thai and you will most likely loose your arguement.

As Khun Jean suggests, go try it!!

Simon

[dsfbrit]

I was looking to buy a house for my TGF family in Korat - with the difficulty and the risk I will wait until farang can do without risk. So Thai builders miss out and the family does not have such a good life. Why cannot things be made easier for farang to make Thai people life better - because that is all I want to do!

I think you have made the wise decision. Do this until you feel comfortable to do something else. Lets face it, its complicated enough trying to fathom out the true impact of the visa changes (another thread so lets not dwell on them here), without trying to wade through the subtleties of property ownership at the same time.

Maybe in a years time all will be a lot clearer

I guess if you follow the method suggested by Khun Jean - ie rent and use the interest generated by your money outside Thailand to pay towards the rent - the impact of renting on your finances

may not be too bad at all.

good luck with it.

[suiging]

Alf has made fine points I often think we are missing the historical perspective to the recent on the face of it "enforcement", of existing legislation.

Do the Thai powers that be want to force the likes of little me out of my home ? They didn't seem to feel that way until an interim administration applied the EXISTING law, to stop a certain ex-PM and his cronies from committing what amounted to the rape of the countries national assets.

While they were on, was it not unreasonable to apply this EXISTING legislation to try to draw a line under some absurdly blatant land grabbing on Islands, which again by existing law amount to National Parks ?

If we were in their position, would we have not done the same ?

As of yet there is no evidence whatsoever of the application of this EXISTING legislation on any single TV member who just wishes to be left alone on his little piece of heaven and contribute to the local economy.

If anyone has such evidence please post it so I can run around Pong shouting "the sky is falling".

Please do not feel I am putting my head in the sand and hoping things will just go away, far from it, my whole retirement plans ( IE: my life ) are at risk here. I just can't see the motivation for the Government to persecute the likes of me which would surely send a message about investing in Thailand which would take more than a generation to correct.

Edited October 21, 2006 by suiging

[dsfbrit]

Alf has a fine point.I often think we are missing the historical perspective to the recent on the face of it "enforcement", of existing legislation.

Do the Thai powers that be want to force the likes of little me out of my home ? They didn't seem to feel that way until an interim administration applied the EXISTING law, to stop a certain ex-PM and his cronies from commiting what ammounted to the rape of the countries national assests.

While they were on, was it not unreasonable to apply this EXISTING legislation to try to draw a line under some absurdly blatent land grabbing on Islands, which again by existing law amount to National Parks ?

If we were in their position, would we have not done the same ?

As of yet there is no evidence whatsoever of the application of this EXISTING legislation on any single TV member who just wishes to be left alone on his little piece of heaven and contribute to the local economy.

If anyone has such evidence please post it so I can run around Pong shouting "the sky is falling".

I concur 100 percent with your thoughts.

I would include another group they were targettting- ie farang and other non-thais - buying land, developing it and selling off the houses they had built.

Its why I asked a couple of weeks ago if anyone knew of any horror stories yet of farang being arrested/tarred and feathered or lawyers offices being raided or whatever.

There was not one story- nobody posted any bad news - and I figured / expected if there were bad news stories at least one flamer might post - keen to let me know how miserable my life was about to become.

I then decided to ask the same question again in 3 months time and apart from finding out some background info - pretty much forget about the whole thing for now.

When I saw this thread though it awakened my curiosity again - a bit like picking at a scab!!!

Edited October 21, 2006 by dsfbrit

[Alf Witt]

Alf has made fine points I often think we are missing the historical perspective to the recent on the face of it "enforcement", of existing legislation.

Do the Thai powers that be want to force the likes of little me out of my home ? They didn't seem to feel that way until an interim administration applied the EXISTING law, to stop a certain ex-PM and his cronies from committing what amounted to the rape of the countries national assets.

While they were on, was it not unreasonable to apply this EXISTING legislation to try to draw a line under some absurdly blatant land grabbing on Islands, which again by existing law amount to National Parks ?

If we were in their position, would we have not done the same ?

As of yet there is no evidence whatsoever of the application of this EXISTING legislation on any single TV member who just wishes to be left alone on his little piece of heaven and contribute to the local economy.

If anyone has such evidence please post it so I can run around Pong shouting "the sky is falling".

Please do not feel I am putting my head in the sand and hoping things will just go away, far from it, my whole retirement plans ( IE: my life ) are at risk here. I just can't see the motivation for the Government to persecute the likes of me which would surely send a message about investing in Thailand which would take more than a generation to correct.

I agree with you that it is, as always in Thailand, the political and vested interests that are behind this but there is a high potential for collateral damage. I believe that "what you don't know CAN hurt you" so my focus is to try to establish as accurately as possible just how vulnerable the farang who has used one of these companies is. If he is using nominees to TRADE in a prohibited business (land) then I am sure he is as vulnerable as Shin and Singtel, but I'm not sure it extends beyond that either legally or politically. The latter we can only wait and see, the former we can establish to a degree of reasonable certainty in terms of what the law actually says. I saw an article in the press the other day which was saying that if others got off the hook then that should apply to the Shin deal also. I guess that is their dilema and it is probably what is exercising the minds of those in power now. Mr. T had already worked that one out. There is a strong body of opinion that would like to see him prosecuted but the price could be substantial damage to the Thai economy through loss of the entire farang corporation development capital (all the major hotels and resorts in Phuket etc.) plus a knock on effect in the tourist industry not to mention half the lawyers in thailand being reported by farangs for negligence. I'm sure it is the subject of a lot of discussion in the ivory towers. Unlike an earlier poster I do believe that this board will be monitored by the political factions. It's like a vulnerability study post facto. Anyone who has lived in Thailand a long time recognises the act first, think later reaction of the powers that be here and the "I don't really know what to do, so I'll close the doors" reaction of local government offices.

I think thats pretty much the situation we are in now but I'd still like to be as certain as possible about what the law actually says.

[dsfbrit]

Alf has made fine points I often think we are missing the historical perspective to the recent on the face of it "enforcement", of existing legislation.

Do the Thai powers that be want to force the likes of little me out of my home ? They didn't seem to feel that way until an interim administration applied the EXISTING law, to stop a certain ex-PM and his cronies from committing what amounted to the rape of the countries national assets.

While they were on, was it not unreasonable to apply this EXISTING legislation to try to draw a line under some absurdly blatant land grabbing on Islands, which again by existing law amount to National Parks ?

If we were in their position, would we have not done the same ?

As of yet there is no evidence whatsoever of the application of this EXISTING legislation on any single TV member who just wishes to be left alone on his little piece of heaven and contribute to the local economy.

If anyone has such evidence please post it so I can run around Pong shouting "the sky is falling".

Please do not feel I am putting my head in the sand and hoping things will just go away, far from it, my whole retirement plans ( IE: my life ) are at risk here. I just can't see the motivation for the Government to persecute the likes of me which would surely send a message about investing in Thailand which would take more than a generation to correct.

I agree with you that it is, as always in Thailand, the political and vested interests that are behind this but there is a high potential for collateral damage. I believe that "what you don't know CAN hurt you" so my focus is to try to establish as accurately as possible just how vulnerable the farang who has used one of these companies is. If he is using nominees to TRADE in a prohibited business (land) then I am sure he is as vulnerable as Shin and Singtel, but I'm not sure it extends beyond that either legally or politically. The latter we can only wait and see, the former we can establish to a degree of reasonable certainty in terms of what the law actually says. I saw an article in the press the other day which was saying that if others got off the hook then that should apply to the Shin deal also. I guess that is their dilema and it is probably what is exercising the minds of those in power now. Mr. T had already worked that one out. There is a strong body of opinion that would like to see him prosecuted but the price could be substantial damage to the Thai economy through loss of the entire farang corporation development capital (all the major hotels and resorts in Phuket etc.) plus a knock on effect in the tourist industry not to mention half the lawyers in thailand being reported by farangs for negligence. I'm sure it is the subject of a lot of discussion in the ivory towers. Unlike an earlier poster I do believe that this board will be monitored by the political factions. It's like a vulnerability study post facto. Anyone who has lived in Thailand a long time recognises the act first, think later reaction of the powers that be here and the "I don't really know what to do, so I'll close the doors" reaction of local government offices.

I think thats pretty much the situation we are in now but I'd still like to be as certain as possible about what the law actually says.

Nobody has yet replied to my question in post 25. Maybe it was too 'flowery' - so I will try asking the 'meat' of the question here again - as Alf reminds us above about these companies trading in a prohibited business - eg land.

What if my (currently dormant) company now starts trading in a legitimate business, recruiting a couple of Thai staff and paying all the taxes etc... I give exampes of sorts of business that may work for me in the referenced post, but that is irrelevant to the basic premise- that if the company now starts trading in a legitimate business then there is no longer any problem - am I wrong??

[pgrin]

Regulation of Commercial Registration Department

No. 102/2549

Re: Documents required for

Partnership and Limited Company Registration Application

------------------------------------------------

Reference is made to the Regulation of the Commercial Registration Department No. 1/2538 Re: Rules of the Commercial Registration Department on Partnership and Company Registration (1995) dated 13 March 1995 stating that anyone who would like to register a partnership or limited company shall submit the application form together with other documents as detailed on the annex to the Rules. In order to facilitate partnership and limited company registration, by virtue of the provisions in clause 3, section 3 of the Ministerial Regulation establishing the Commercial Registration Department, appointing the Registrar and prescribing rules and procedures pertaining to Registration of Partnerships and Limited Companies (2006) issued under The Civil and Commercial Code (concerning Partnerships and Companies), the Registrar hereby stipulates rules and procedures for partnerships and limited companies. In case of registration if partnerships and llimited companies with alien partners or shareholders who invest or own shares from 40% but less than 50% of the registered capital or having alien investors or owning shares less than 40% of the registered capital but an alien is the authorized director, all Thai partners or shareholders shall submit (information concerning) the source of capital together with request for registration. Such documents shall identify the amount of money equivalent to the money thatcame in for investment or share ownership of each partner or shareholder as detailed below:

1. Copy of deposit bank book or bank statements retroactive 6 months, or

2. Documents issued by the Bank to certify the financial status of the partners or shareholders, or

3. Copy of evidence showing the source of money for investment or holding shares.

Effective from 15 August 2006.

(signed) Ornjit Singkalvanic

(Ms. Ornjit Singkalvanich)

Director General Department ofBusiness Development

Central Registrar

[pgrin]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

2) A foriegn comapny registered in Thailand can not own land with a value less then 40,000,000 baht like a hotel for instance.

3) Any attempt to get around these restrictions buy using Thai nationals who have no financial stake in the company(nominees) constitutes fraud.

4) Changing the mix of Thai nationals from 51/49 to 61/39 to 100% and then change after land registration is not a way to make it legal, it is soley an attempt to escape detection.

5) At any time, in a period of elevated nationalism, the Thai government can decide to enforce these laws and confiscate any land held in this( Thai Corp with nominee shareholders) fashion.

6) Thailand is in a state of extreme nationalism

7) Governments repatriating land from foriegners has happened in Mexico, South Africa and Zimbabwe amoung many other places.

8) If a foriegn national complains to their own embassy after their company owned land is confiscated, the reply will be 'Som nom na "

P

[Alf Witt]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

2) A foriegn comapny registered in Thailand can not own land with a value less then 40,000,000 baht like a hotel for instance.

3) Any attempt to get around these restrictions buy using Thai nationals who have no financial stake in the company(nominees) constitutes fraud.

4) Changing the mix of Thai nationals from 51/49 to 61/39 to 100% and then change after land registration is not a way to make it legal, it is soley an attempt to escape detection.

5) At any time, in a period of elevated nationalism, the Thai government can decide to enforce these laws and confiscate any land held in this( Thai Corp with nominee shareholders) fashion.

6) Thailand is in a state of extreme nationalism

7) Governments repatriating land from foriegners has happened in Mexico, South Africa and Zimbabwe amoung many other places.

8) If a foriegn national complains to their own embassy after their company owned land is confiscated, the reply will be 'Som nom na "

P

Hi Pgrin,

I have been asking anyone here to establish the accuracy of what you say in your item 3) without success so far. Many people assert it to be true and I am asking for the text of the Thai law which supports that contention.

I cannot find the word "nominee" anywhere in legislation and words like that need to be defined in law so we know what we are talking about.

The Foreign Business Act sems to be what people are misquoting.

Here is a direct quote from the Thai Government's official translation of the Act as to what is illegal for a Thai: "holding shares on behalf of the foreigners in order for the foreigners to OPERATE A BUSINESS in avoidance of or in violation of the provisions of THIS ACT". In this context that is "TRADING in land". It says NOTHING about OWNING land.

What law are you relying upon, please, in making your statement in paragraph 3?

[pgrin]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

2) A foriegn comapny registered in Thailand can not own land with a value less then 40,000,000 baht like a hotel for instance.

3) Any attempt to get around these restrictions buy using Thai nationals who have no financial stake in the company(nominees) constitutes fraud.

4) Changing the mix of Thai nationals from 51/49 to 61/39 to 100% and then change after land registration is not a way to make it legal, it is soley an attempt to escape detection.

5) At any time, in a period of elevated nationalism, the Thai government can decide to enforce these laws and confiscate any land held in this( Thai Corp with nominee shareholders) fashion.

6) Thailand is in a state of extreme nationalism

7) Governments repatriating land from foriegners has happened in Mexico, South Africa and Zimbabwe amoung many other places.

8) If a foriegn national complains to their own embassy after their company owned land is confiscated, the reply will be 'Som nom na "

P

Hi Pgrin,

I have been asking anyone here to establish the accuracy of what you say in your item 3) without success so far. Many people assert it to be true and I am asking for the text of the Thai law which supports that contention.

I cannot find the word "nominee" anywhere in legislation and words like that need to be defined in law so we know what we are talking about.

The Foreign Business Act sems to be what people are misquoting.

Here is a direct quote from the Thai Government's official translation of the Act as to what is illegal for a Thai: "holding shares on behalf of the foreigners in order for the foreigners to OPERATE A BUSINESS in avoidance of or in violation of the provisions of THIS ACT". In this context that is "TRADING in land". It says NOTHING about OWNING land.

What law are you relying upon, please, in making your statement in paragraph 3?

Read post 38

all Thai partners or shareholders shall submit (information concerning) the source of capital together with request for registration. Such documents shall identify the amount of money equivalent to the money thatcame in for investment or share ownership of each partner or shareholder as detailed below:

1. Copy of deposit bank book or bank statements retroactive 6 months, or

2. Documents issued by the Bank to certify the financial status of the partners or shareholders, or

3. Copy of evidence showing the source of money for investment or holding shares.

In order to register a Thai/Farang company with majority Thai shareholders the Thai nationals have to prove that they contributed funds and the source of those funds. If they can do this then they are real shareholders. I have yet to see a business plan where a Thai person of means would find it financially sound to invest in a company that exists soley to provide a house for a farang.

P

[Khun Jean]

...

to OPERATE A BUSINESS

...

Please explain why you think that starting a company is NOT the same as operating a business?

It is at the start of registering the business you will have the problem. You need proof you are not using nominees.

AFTER the company is formed buying land is not a problem. But you need to maintain a real operating business. If not ,like just owning land, it is not a real business and it will be investigated.

In the past this was not enforced, now it is somewhat enforced. No GUARANTEE that tomorrow or later it will not be 100% enforced.

It is not a small risk, it is a live changing risk. Why take it?

And please don't give examples about how people are doing it now, they are in it for the profit (buying and selling very quickly), or are extremely low on correct information.

[Alf Witt]

...

to OPERATE A BUSINESS

...

Please explain why you think that starting a company is NOT the same as operating a business?

It is at the start of registering the business you will have the problem. You need proof you are not using nominees.

AFTER the company is formed buying land is not a problem. But you need to maintain a real operating business. If not ,like just owning land, it is not a real business and it will be investigated.

In the past this was not enforced, now it is somewhat enforced. No GUARANTEE that tomorrow or later it will not be 100% enforced.

It is not a small risk, it is a live changing risk. Why take it?

And please don't give examples about how people are doing it now, they are in it for the profit (buying and selling very quickly), or are extremely low on correct information.

Hi Khun Jean,

I have never suggested that starting a company is not the same as operating a business. What the Law says and what the recent Ministerial Direction is targetted at is farangs who operate "PROHIBITED" businesses (there are 3 lists of what these are and include things like making Buddha images and rice farming) and the relevant one is "TRADING in land" which means buying and selling land commercially. If you buy a loaf from Tesco Lotus you are not "trading" in bread.

It is illegal for a Thai to assist or hold shares on behalf on a foreigner to enable him to break this law. For example if a farang is sitting in the back shop making Buddha images and Khun Lek or Noi is out front selling them. The same applies if the farang is running a company mass producing Buddha images. If he has Thais holding the shares on his behalf so that the farangs' contribution to the nominal capital of the company is more than 49% then they are both acting illegally and can be fined and jailed. This is what people are referring to when they talk about Thai "nominees", but theyare mis-quoting the FBA which does not use the word "nominees" and is about (and only about) those PROHIBITED businesses. It does not address the question of a Thai company simply "owning" land.

If you quote a law to assert that something is illegal you have to read the Act in its entirity to be sure that you are not quoting out of context which is what people have been doing in other threads so I started this one to establish exactly what the law and the Ministerial Directions are saying.

From this and your earlier post you also seem to be of the impression that I am advocating that people should adopt this method now or in the future. I am not. I am trying to establish the legal vulnerability of those farangs who have already gone down the 49/51 company route and are in that situation now. They are being panicked by misinformation.

I'm also not saying that there is nothing to worry about. Maybe there is. I am saying lets find out and, for that purpose I am trying to pool accurate and verifiable facts and "knowledge" here so that we can make a true assessment which is why I wanted to avoid yet another thread with unsubstantiated barstool wisdom. That wisdom is flawed and inaccurate, but I'm not yet sure how flawed as I have not yet had anyone direct me to an English language translation of the Land Code or to point me to any legal text which supports the argument that the law I have referred to above extends beyond the ambit of "prohibited" businesses.

Yes, I agree with you. A 49/51 company probably has to operate as a company but it does not have to operate a "prohibited" business.

[Alf Witt]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

2) A foriegn comapny registered in Thailand can not own land with a value less then 40,000,000 baht like a hotel for instance.

3) Any attempt to get around these restrictions buy using Thai nationals who have no financial stake in the company(nominees) constitutes fraud.

4) Changing the mix of Thai nationals from 51/49 to 61/39 to 100% and then change after land registration is not a way to make it legal, it is soley an attempt to escape detection.

5) At any time, in a period of elevated nationalism, the Thai government can decide to enforce these laws and confiscate any land held in this( Thai Corp with nominee shareholders) fashion.

6) Thailand is in a state of extreme nationalism

7) Governments repatriating land from foriegners has happened in Mexico, South Africa and Zimbabwe amoung many other places.

8) If a foriegn national complains to their own embassy after their company owned land is confiscated, the reply will be 'Som nom na "

P

Hi Pgrin,

I have been asking anyone here to establish the accuracy of what you say in your item 3) without success so far. Many people assert it to be true and I am asking for the text of the Thai law which supports that contention.

I cannot find the word "nominee" anywhere in legislation and words like that need to be defined in law so we know what we are talking about.

The Foreign Business Act sems to be what people are misquoting.

Here is a direct quote from the Thai Government's official translation of the Act as to what is illegal for a Thai: "holding shares on behalf of the foreigners in order for the foreigners to OPERATE A BUSINESS in avoidance of or in violation of the provisions of THIS ACT". In this context that is "TRADING in land". It says NOTHING about OWNING land.

What law are you relying upon, please, in making your statement in paragraph 3?

Read post 38

all Thai partners or shareholders shall submit (information concerning) the source of capital together with request for registration. Such documents shall identify the amount of money equivalent to the money thatcame in for investment or share ownership of each partner or shareholder as detailed below:

1. Copy of deposit bank book or bank statements retroactive 6 months, or

2. Documents issued by the Bank to certify the financial status of the partners or shareholders, or

3. Copy of evidence showing the source of money for investment or holding shares.

In order to register a Thai/Farang company with majority Thai shareholders the Thai nationals have to prove that they contributed funds and the source of those funds. If they can do this then they are real shareholders. I have yet to see a business plan where a Thai person of means would find it financially sound to invest in a company that exists soley to provide a house for a farang.

P

OK pgrin, I have read it. With respect, you can clearly see more content in it than I can. It is a government instruction to the local company registration offices (CRDs) as to what documents NOW have to be produced to register a 49/51 company. So without producing these documents you can not NOW register such a company. That is no surprise given recent events, but what does it say about those who have existing companies? Nothing that I can see. What I read is this: "The Registrar HEREBY stipulates rules". That means that he is doing it NOW. I also read the words "Effective from 15 August 2006". That means it is NOT retroactive.

The only thing that will happen under this Order, in the future, is if the proper documents are not produced the Commercial Registration Department will reject the application and not register the company - they will not lock you up for fraud. Just like a visa application if you don't have the right documents. Where does it mention "fraud", please? Where does it stipulate penalties for people who have existing companies going back years? Where is the word "nominee?" It does not, as far as I can find appear anywhere in Thai law and the only PRE-EXISTING law that people are "mis"quoting is the Foreign Business Act which stipulates penalties for running PROHIBITED businesses ONLY (which includes TRADING in land).

Please stop worrying people with false information. There are things to be concerned about and we have to examine them, the document you cite is clearly one of those items and I am grateful to you for having sight of it. (More please, posters - where is the Land Code?) But please do not add your own "law" and state it as fact, thank you. It only serves to complicate and confuse.

[dsfbrit]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

2) A foriegn comapny registered in Thailand can not own land with a value less then 40,000,000 baht like a hotel for instance.

3) Any attempt to get around these restrictions buy using Thai nationals who have no financial stake in the company(nominees) constitutes fraud.

4) Changing the mix of Thai nationals from 51/49 to 61/39 to 100% and then change after land registration is not a way to make it legal, it is soley an attempt to escape detection.

5) At any time, in a period of elevated nationalism, the Thai government can decide to enforce these laws and confiscate any land held in this( Thai Corp with nominee shareholders) fashion.

6) Thailand is in a state of extreme nationalism

7) Governments repatriating land from foriegners has happened in Mexico, South Africa and Zimbabwe amoung many other places.

8) If a foriegn national complains to their own embassy after their company owned land is confiscated, the reply will be 'Som nom na "

P

You are of course right - yes yes yes - the problem with my 'cunning plan' is that my company, with me as the major share-holder, is therefore a FOREIGN owned company.

Game set and match really isn't it!

Thanks for the feedback.

I have to be honest though, I sat down last night and thought long and hard about running a business out here - and the hassle and profit (any?) involved just does not justify the effort!

[dsfbrit]

I have read on another thread that Dragonman's dad passed away yesterday.

http://www.thaivisa.com/forum/index.php?showtopic=89342

Dragonman has helped and advised a lot of us here so I thought you might like to know.

As I said on the other thread:

Dragonman, my sincere condolences to you and your family on your loss.

[tornado40]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

I was wondering what the situation is when say you set up a company in Thailand as an extension of your UK company. For example, the same way financial companies in the UK have call centre/back office staff in India

This could be a good source of employment for Thai Nationals - and reduce operating costs for UK companies (also, may let me stay more than a couple of months a year!!)

I'm looking to prepare a business case document - and any 'show stoppers' would be welcome as it will save me a lot of typing

[Dragonman]

1) It is possible to have a foriegn company registered in Thailand. It is expensive to do and comes with many restrictions

I was wondering what the situation is when say you set up a company in Thailand as an extension of your UK company. For example, the same way financial companies in the UK have call centre/back office staff in India

This could be a good source of employment for Thai Nationals - and reduce operating costs for UK companies (also, may let me stay more than a couple of months a year!!)

I'm looking to prepare a business case document - and any 'show stoppers' would be welcome as it will save me a lot of typing

I understand from my legal documents that you have to register with Department of Foreign Business. Lots of additional forms to fill out. Lawyer essential! India has very friendly Company Law, unless you are Walmart. Retailers not wanted!