Visa, Work Permit, Business

[franna]

Hi there, I am sure to be the newest member of the forum. This web site is a great help to all of us wishing to start a new chapter in life in Thailand. I am also confused about the new Visa arrangements and work permit system introduced from October.

We are in the process of buying a busimess in Phuket and will move there at the end of November 2006. The business is a 4 Mil Baht company which allow 2 work permits, is this still applicable. Can I arrive on a holiday visa for 3 months and during this period apply for the transfer of the work permit from the current owner to myself, go on a Visa run and re-enter on another Visa arrangement for the WP to take effect?

[Sunbelt Asia]

Hi there, I am sure to be the newest member of the forum. This web site is a great help to all of us wishing to start a new chapter in life in Thailand. I am also confused about the new Visa arrangements and work permit system introduced from October.

We are in the process of buying a busimess in Phuket and will move there at the end of November 2006. The business is a 4 Mil Baht company which allow 2 work permits, is this still applicable. Can I arrive on a holiday visa for 3 months and during this period apply for the transfer of the work permit from the current owner to myself, go on a Visa run and re-enter on another Visa arrangement for the WP to take effect?

Have the seller write a letter to the Thai Embassy of your Home Country along with his company documents stating that you are investigating purchasing his business. You should obtain a one year multi entry visa. Four million Baht is the required amt for two work permits. You then can apply for the work permit with this non immigrant visa.

The first step with buying the business, you should be VERY careful you do proper due diligence if doing a share purchase and not an asset purchase. In Thailand you have possible criminal ramifications not only civil obligations as a Managing Director.

You should check out the limited company VERY CAREFULLY!!! This will include, at a bare minimum, obtaining certain documents from the Commercial Registration Department of the Ministry of Commerce which will show the financials and who is who in the limited company, what the company is able to do, what procedures will be required by the company's regulations, and whether or not the company is current and in compliance with the filings that must be made as required by Thai law.

You or your advisor must look at the Memorandum of Association, Articles of Association (“By-laws"), Binding Signing Power, Balance Sheet, Shareholder list, Copy of all tax registration certificates, Copies of all share certificates of the Company, Share Certificate Book of the Company, Share Registrar Book of the Company.

Copies of the following, if any: all agreements for purchase and sale of shares, share option agreements, and pledges of shares.

Copies of all contracts, Copies of all Foreign Exchange "Tor Tor 3" done by the company.

Any company sponsored employee benefit plans.

Copies of all financial statements of the Company filed with Ministry of Commerce.

Copies of all tax receipts.

Copies of all tax reports of the Company

Copies of all title deeds (front and back) to land leased by the Company.

List of names and addresses of all suppliers, amount paid annually to each respective supplier.

List of credit customers of the Company with outstanding amount owed to the Company by each customer.

List of all governmental licenses and permits of the Company,

List of names of all service providers who have been employed by the company (legal consultants, insurance companies, accountants, health services, security services, and advertising agencies)

List of all banks and financial institutions in which the Company has an account.

Copies of all Powers of Attorney issued by the Company which are currently in effect.

List of all shares of stock owned by the Company, if any.

Any and all partnerships or joint ventures in which the Company is a partner.

Any and all business entities directly or indirectly controlled or managed by the Company.

Copies of all mortgages, pledges, claims, encumbrances, or charges to which any land or buildings owned or leased by the Company is subject.

A list of all claims, actions, suits, investigations, or other proceedings against the Company or against any property or assets of the Company, which are pending or threatened before any court, administrative or regulatory body, or other governmental agency.

A list of all businesses in which the Company is involved in.

The address of the premises where the corporate records of the Company are maintained.

A copy of the currently effective work rules of the Company.

A list of any sums due from the Company to any shareholder, director, or officer as and for wages, reimbursement of expenses, compensation for services rendered, pensions, severance pay, or employment benefits or remuneration of any nature whatsoever.

A list of any material financial interest in any competitor, supplier, or customer of the Company which any officer, director, shareholder, or member of the management of the Company has.

A list of all trademarks, service marks, copyrights owned or licenses to or by the Company; and copies of all contracts, agreements, licenses, and registrations relating to the foregoing.

A list of all patents owned by the Company and patent applications filed by the Company.

A list of all applications, if any, to governmental authorities for all licenses and other authorizations necessary to the conduct of the business now conducted by the Company.

A list of any applications submitted by the Company to any governmental authority including any such applications which were denied by the relevant governmental authority.

Copies of any share transfer instruments held by the Company or any of its directors which have been signed by the transferor or seller, but not the transferee or buyer.

A list of all offices and factories of the Company, including all branch offices and copies of any registrations of such branch offices with any Thai governmental authority or agency.

A list of all assets, properties, and liabilities of the Company.

Copies of all documents of title or evidence of the Company’s ownership in the above-mentioned assets and properties.

With respect to land possessed or occupied by the Company, or which the Company has a right to possess or occupy, but which is not subject to a title deed or lease, copies of the certificate of occupancy or other document evidencing the Company’s right to possess or occupy said land.

A copy of any agreements restricting or otherwise affecting transfer or other rights pertaining to the Company shares.

Copies of all pledges, hire-purchase contracts, conditional sales contracts, mortgages, assignments, and other security agreements that the Company has entered into with respect to assets it has purchased, owns, or possesses, and assets it has sold or otherwise disposed of.

A description of the Company’s bad debts and agreements that are expected to result in a loss.

If applicable, copies of all governmental and other consents required for the construction and erection of the Company’s factories.

Copies of all work permits of any aliens who are or were employed by the Company and/or worked for the Company.

Additional documents may be required, but this is a good start for a preliminary list of documents you’ll need from the Seller.

Best of luck.

www.sunbeltasiagroup.com