Starting a Thai Company

[jimmybee74]

I have had a process outlined to me and wish to verify its potential.

It's been suggested to me that I follow these steps.

1. Get 3 Thai national to open company

2. Employee me as the General Manager

3. Obtain work permit

4. Transfer my role from General Manager to Managing Director (thus giving me full control on the company)

Is this a viable option? Has anyone done this?

[KimSamui]

No, It is not that simple. The Thai's will have control over the Company and can do as they wish.

You need shareholder protection. To achieve this find a reputable lawyer.

Strictly the use of Thai's as nominees is illegal, and a hot topic right now with the DBD.

[yellowboat]

Start in Cambodia where you can retain 100% ownership and you will not face the hassles that Thailand offers. People who invest in Thailand remind of the PT Barnum quote : "There is a sucker born every minute".

Edited May 6, 2016 by yellowboat

[williamgeorgeallen]

i would advise to anyone to avoid starting a company in thailand. having said that i have one. i am a 49% share holder, my lawyer is 25% and the mother of our 2 kids is 26%. my company does not have alot of assets and the mother from my kids has a vested interest in keeping the company running as she gets her monthly sallary from it. the lawyer gets quite a bit of work from doing the books etc so hopefully they wont make problems. again, i would strongly advise you dont start a company in thailand. also you should be budgeting for a minimum of 150K thb per year for your work permit and visa. that is a bare minimum, and does not take into account additional payments to the police or immigration.

[KimSamui]

i would advise to anyone to avoid starting a company in thailand. having said that i have one. i am a 49% share holder, my lawyer is 25% and the mother of our 2 kids is 26%. my company does not have alot of assets and the mother from my kids has a vested interest in keeping the company running as she gets her monthly sallary from it. the lawyer gets quite a bit of work from doing the books etc so hopefully they wont make problems. again, i would strongly advise you dont start a company in thailand. also you should be budgeting for a minimum of 150K thb per year for your work permit and visa. that is a bare minimum, and does not take into account additional payments to the police or immigration.

Not to mention the probing you will endure at Immigration simply following the regulations.

I personally have been interviewed at length in their Trans National Crime Center for lodging a TM 30 in good faith.

We are no longer welcome here.

[KimSamui]

Edited May 6, 2016 by KimSamui

[fstarbkk]

Start in Cambodia where you can retain 100% ownership and you will not face the hassles that Thailand offers. People who invest in Thailand remind of the PT Barnum quote : "There is a sucker born every minute".

Theory and practice are very far apart in Cambodia, believe me. To run a business there you must have a local government fixer on your payroll, usually for a hefty monthly paycheck. He/ she will then manage the long queue of government agencies lining up for extortion in front of your office. Not to mention the so-called unions, who will infiltrate your staff and convince them to "fight for their rights" unless and until you pay off said union organizers.

Not saying that running a business in Thailand is easy. But Cambo makes it look like a walk in the park.

[Shiver]

If there isn't need for physical presence in Thailand (i.e if you're not selling physical goods from a shop or something), then I would strongly suggest HK or Singapore where you get good service and no BS. If it has to be a Thai company then be prepared for a lot of delays, added costs, licensing and frustration (and of course there's the tax angle depending on your residence, domicile, what country you're selling to etc). I started one then decided to scrap it and get it done smoothly and simply outside the country, since Thailand is where I wanted to live, not to do business here.

Note: If starting a company outside of the country then setting up the company you can negotiate online, but to open a bank account you have to be physically present for most countries. The first one I was involved with in 2009 sailed through opening the account, the second one in 2015 the banks have tightened their rules quite a bit in KYC/AML laws, and want your inside leg measurement in deciding whether to open an account for you.

[seancbk]

Why do people keep saying that having a Thai company is so hard?

Surely if you have a good business, adequate funding and you know what you are doing it should be no different operating a company anywhere.

Granted if you are just doing to try and get a visa and your 'business' isn't actually viable, or you have no prior experience owning or operating companies, then perhaps it isn't a good idea.

But what about people who are starting real companies employing 20-30 people to start and expanding to 50 or more in the first 12 months?

[sanukjim]

An old saying about starting a company here is"Put two million into it and you will have one million by the end of the year" even less if your girl friend/wife and her family is involved.

[marcusd]

Why do people keep saying that having a Thai company is so hard?

Surely if you have a good business, adequate funding and you know what you are doing it should be no different operating a company anywhere.

Granted if you are just doing to try and get a visa and your 'business' isn't actually viable, or you have no prior experience owning or operating companies, then perhaps it isn't a good idea.

But what about people who are starting real companies employing 20-30 people to start and expanding to 50 or more in the first 12 months?

Obviously you do not have a Thai company ...

I do like a few of the other posters and YES I wholeheartedly CONCUR GO ELSEWHERE NOW.

When i started it was hard. Now it is downright IMPOSSIBLE. I have a very solid base even had the Ambassador and Trade Commissioner from MY EMBASSY (Australia) go with me to BOI and I still got told "we dont want you"

So off I go to Philippines and there I have no real issues. Yes some paperwork frustrations BUT OI OWN IT and CONTROL. And I want to control MY MONEY.

My Thai company now costs me MORE to run in admin than my Australian company under Australian HIGH wages. Go figure!

AND my accountant told me this year YOU MUST earn a profit because the government does not like it of you do not pay tax. My attitude is till GO TO HELL to that.

And as a foreigner, you INVEST (place money in shareholdings or a loan) then YOU pay income tax on YOUR MONEY like it or not!

May I also ask WHY the writer wants to open a THAI company in this wretched environmnet

As others say here and they are feeling what i am feeling and seeing - WE ARE NOT WELCOME here now

[KimSamui]

Why do people keep saying that having a Thai company is so hard?

Surely if you have a good business, adequate funding and you know what you are doing it should be no different operating a company anywhere.

Granted if you are just doing to try and get a visa and your 'business' isn't actually viable, or you have no prior experience owning or operating companies, then perhaps it isn't a good idea.

But what about people who are starting real companies employing 20-30 people to start and expanding to 50 or more in the first 12 months?

Are you sure your not a troll, or is it April 1st all over again?

[williamgeorgeallen]

hope you and other listen to the advice here. 8 years i have had a business. it is a real business employing thais and paying plenty of tax. almost every year it gets harder to get the visa and work permit. thailand has alot of problems and they seem to love saying it is the fault of foreigners. you may ask why they let us open businesses. i would think it is because they know it is almost impossible to compete with thais who do not have to deal will the expenses and red tape we deal with. also they know we will loose plenty of cash as we fail. come to thailand to enjoy it. dont waste your time trying to make money here.

[williamgeorgeallen]

i would advise to anyone to avoid starting a company in thailand. having said that i have one. i am a 49% share holder, my lawyer is 25% and the mother of our 2 kids is 26%. my company does not have alot of assets and the mother from my kids has a vested interest in keeping the company running as she gets her monthly sallary from it. the lawyer gets quite a bit of work from doing the books etc so hopefully they wont make problems. again, i would strongly advise you dont start a company in thailand. also you should be budgeting for a minimum of 150K thb per year for your work permit and visa. that is a bare minimum, and does not take into account additional payments to the police or immigration.

as a side note i am considering taking my name off as a share holder as i think this is going to draw alot of heat having a foreign majority share holder in the coming years. i will hopefully sell my business before then.

[seancbk]

Why do people keep saying that having a Thai company is so hard?

Surely if you have a good business, adequate funding and you know what you are doing it should be no different operating a company anywhere.

Granted if you are just doing to try and get a visa and your 'business' isn't actually viable, or you have no prior experience owning or operating companies, then perhaps it isn't a good idea.

But what about people who are starting real companies employing 20-30 people to start and expanding to 50 or more in the first 12 months?

Obviously you do not have a Thai company ...

I do like a few of the other posters and YES I wholeheartedly CONCUR GO ELSEWHERE NOW.

When i started it was hard. Now it is downright IMPOSSIBLE. I have a very solid base even had the Ambassador and Trade Commissioner from MY EMBASSY (Australia) go with me to BOI and I still got told "we dont want you"

So off I go to Philippines and there I have no real issues. Yes some paperwork frustrations BUT OI OWN IT and CONTROL. And I want to control MY MONEY.

My Thai company now costs me MORE to run in admin than my Australian company under Australian HIGH wages. Go figure!

AND my accountant told me this year YOU MUST earn a profit because the government does not like it of you do not pay tax. My attitude is till GO TO HELL to that.

And as a foreigner, you INVEST (place money in shareholdings or a loan) then YOU pay income tax on YOUR MONEY like it or not!

May I also ask WHY the writer wants to open a THAI company in this wretched environmnet

As others say here and they are feeling what i am feeling and seeing - WE ARE NOT WELCOME here now

I am in the process of setting up a company here.

I live here and intend doing so indefinitely.

It doesn't matter how much easier it would be to have a business elsewhere, my business is aimed at consumers in Thailand.

We will manufacture a product in Thailand and sell it in Thailand.

After more than 7 years living in Bangkok and making great business connections, I am increasingly optimistic about Thailand being the ideal place to build a very large business.

[seancbk]

Why do people keep saying that having a Thai company is so hard?

Surely if you have a good business, adequate funding and you know what you are doing it should be no different operating a company anywhere.

Granted if you are just doing to try and get a visa and your 'business' isn't actually viable, or you have no prior experience owning or operating companies, then perhaps it isn't a good idea.

But what about people who are starting real companies employing 20-30 people to start and expanding to 50 or more in the first 12 months?

Are you sure your not a troll, or is it April 1st all over again?

Not a troll. Just someone who isn't negative about every aspect of Thailand.

Sure there are things that I don't like, but overall I think there are great opportunities here as with any country that still has a lot of developing to do.

[khunPer]

OP, here is the simple explanation to your question:

1.

It takes 3 persons as shareholders to open a Thai company limited. Thai nationals – which can be one person only – need to own 51 percent of the shares. Preferred shares are allowed – i.e. one preferred share gives the holder 10 votes, whilst an ordinary share allow one vore only – however, if the preferred shares give a foreigner control over the company, it's not the intention of the Law, but (to my knowledge) not yet tried at Court.

2.

A shareholder, or a non shareholder, can be member of Bord of Directors and sign for the company, unlimited or with limitations. A member of the board do not need a Work Permit, as long as the board member don't perform any active work. Signing an annual statement (or the like) is not considered work, but signing for example bank papers is work.

3.

To obtain one Work Permit for an alien (farang/foreigner) the company limited need a shareholder capital of minimum 2 million baht. Furthermore (in most cases) 4 Thai employed for each foreign worker, and often one full year annual statement. You will need to consult a lawyer to specify your need in the actual case, as it will depend of company activity and demand for workers with special qualifications.

4.

In principle a foreigner can never obtain full control over a Thai company limited, unless you are American citizen, then you will fall under the Thai-American Amity Treaty. You can read more here.

Above 1 to 3 has been done before.
FYI, I'm shareholder for more than 10 years, with 49 percent of the shares in a Thai company limited.

Wish you good luck with your plans...

Edited May 6, 2016 by khunPer

[UKJASE]

i have a company here, with my wife, and we recently sold the house that the company owned, and we are now in the process of closing the company.

As it appears difficult for foreigners to open a company now, would we be better off trying to sell this company shell, rather than closing it down and paying the accountant's fees? if so, what would be a fair price, for a 10 year old company, with all up to date balance sheets, and invoices present for all taxes paid?

[seancbk]

OP, here is the simple explanation to your question:

1.

It takes 3 persons as shareholders to open a Thai company limited. Thai nationals – which can be one person only – need to own 51 percent of the shares. Preferred shares are allowed – i.e. one preferred share gives the holder 10 votes, whilst an ordinary share allow one vore only – however, if the preferred shares give a foreigner control over the company, it's not the intention of the Law, but (to my knowledge) not yet tried at Court.

2.

A shareholder, or a non shareholder, can be member of Bord of Directors and sign for the company, unlimited or with limitations. A member of the board do not need a Work Permit, as long as the board member don't perform any active work. Signing an annual statement (or the like) is not considered work, but signing for example bank papers is work.

3.

To obtain one Work Permit for an alien (farang/foreigner) the company limited need a shareholder capital of minimum 2 million baht. Furthermore (in most cases) 4 Thai employed for each foreign worker, and often one full year annual statement. You will need to consult a lawyer to specify your need in the actual case, as it will depend of company activity and demand for workers with special qualifications.

4.

In principle a foreigner can never obtain full control over a Thai company limited, unless you are American citizen, then you will fall under the Thai-American Amity Treaty. You can read more here.

Above 1 to 3 has been done before.

FYI, I'm shareholder for more than 10 years, with 49 percent of the shares in a Thai company limited.

Wish you good luck with your plans...

Thanks KhunPer, I'm aware of all of these things.

Appreciate however you pointing them out.

[karimus]

I normally do not post anything on TV but I can't stand it anymore ... You definitely can start a business in Thailand and own 100% percent of it even as a non-American! I suggest you talk to a lawyer instead of asking on a forum such as this one...

[Christie Paul]

One of the best and sadly overlooked qualities of a Thai company is its unique capacity to inflict pain without physical injury.

I had entered Thai incorporation in the "Annual Marquis de Sade Torture Competition", but it was rejected on the grounds that it was too cruel and senseless.

[khunPer]

OP, here is the simple explanation to your question:

1.

It takes 3 persons as shareholders to open a Thai company limited. Thai nationals – which can be one person only – need to own 51 percent of the shares. Preferred shares are allowed – i.e. one preferred share gives the holder 10 votes, whilst an ordinary share allow one vore only – however, if the preferred shares give a foreigner control over the company, it's not the intention of the Law, but (to my knowledge) not yet tried at Court.

2.

A shareholder, or a non shareholder, can be member of Bord of Directors and sign for the company, unlimited or with limitations. A member of the board do not need a Work Permit, as long as the board member don't perform any active work. Signing an annual statement (or the like) is not considered work, but signing for example bank papers is work.

3.

To obtain one Work Permit for an alien (farang/foreigner) the company limited need a shareholder capital of minimum 2 million baht. Furthermore (in most cases) 4 Thai employed for each foreign worker, and often one full year annual statement. You will need to consult a lawyer to specify your need in the actual case, as it will depend of company activity and demand for workers with special qualifications.

4.

In principle a foreigner can never obtain full control over a Thai company limited, unless you are American citizen, then you will fall under the Thai-American Amity Treaty. You can read more here.

Above 1 to 3 has been done before.

FYI, I'm shareholder for more than 10 years, with 49 percent of the shares in a Thai company limited.

Wish you good luck with your plans...

Thanks KhunPer, I'm aware of all of these things.

Appreciate however you pointing them out.

But OP (as mentioned above) is not aware of it, that's why I write it to him in reply to his 1-4 questions...

Edited May 6, 2016 by khunPer

[Mudcrab]

I normally do not post anything on TV but I can't stand it anymore ... You definitely can start a business in Thailand and own 100% percent of it even as a non-American! I suggest you talk to a lawyer instead of asking on a forum such as this one...

How...pray tell.

[karimus]

I normally do not post anything on TV but I can't stand it anymore ... You definitely can start a business in Thailand and own 100% percent of it even as a non-American! I suggest you talk to a lawyer instead of asking on a forum such as this one...

How...pray tell.

Simply create a foreign company for which you will need 3 shareholders which all must be non-Thai but you can give yourself 99 % of all shares which is effectively the same as owning 100 %. The whole process takes only a couple of working days, is easy and costs approx. 10k THB for each million of registered capital. I could go deeper into this and explain how to proceed for each different kind of business due to the foreign business act but that's a lot of topics to cover and I don't even know what kind of business the OP wants to start.

[jimmybee74]

I obviously wish to open a company here in Thailand because I wish to continue to live here and make money to allow this to happen.

Where I currently live, there is no motorcycle rental available, and a strong need to it. Now I'm not going to make millions doing this but its a project that would tick along ok.

I figure even if I only own 49%, registering the bikes in my personal name would keep the assets to me, not the company, so I protect myself there, but the prospect of having 2 Thais owning 51% of my company is a little unnerving.

[KimSamui]

I normally do not post anything on TV but I can't stand it anymore ... You definitely can start a business in Thailand and own 100% percent of it even as a non-American! I suggest you talk to a lawyer instead of asking on a forum such as this one...

How...pray tell.

Simply create a foreign company for which you will need 3 shareholders which all must be non-Thai but you can give yourself 99 % of all shares which is effectively the same as owning 100 %. The whole process takes only a couple of working days, is easy and costs approx. 10k THB for each million of registered capital. I could go deeper into this and explain how to proceed for each different kind of business due to the foreign business act but that's a lot of topics to cover and I don't even know what kind of business the OP wants to start.

Sounds like Theory, and not actual current practice, Why you say? I know from 8 years of multiple Thai Company operations.

For Starters you will need Thai Nominee shareholders which are illegal. Not Non-Thai as you say. Perhaps you should get better advice because there is no way you have a Thai Company based on this structure.

[williamgeorgeallen]

I obviously wish to open a company here in Thailand because I wish to continue to live here and make money to allow this to happen.

Where I currently live, there is no motorcycle rental available, and a strong need to it. Now I'm not going to make millions doing this but its a project that would tick along ok.

I figure even if I only own 49%, registering the bikes in my personal name would keep the assets to me, not the company, so I protect myself there, but the prospect of having 2 Thais owning 51% of my company is a little unnerving.

renting out motor bikes is a profession reserved for thais. you will not be able to get a work permit to do this so there is no point paying alot of money to open a business if you cant get the work permit. the very best outcome is you would get fined 8500thb for no work permit, (this happened to me) if the bikes are in your name then you get the bikes confiscated. (this happened to a guy i know)

[Estrada]

My advice is do not set up a Thai Company. I had one as a Consultant from 1999 until 2002 and it was not worth the hassle despite making profits. On one occasion they visited my office and declared that it was not a real company because they could not see all my employees in the office. I tried to explain that Energy Management Consultants by virtue of their profession spend their time in their customers premises observing and advising, but they could not grasp this reality and would not renew my work permit. I decided to close my company and worked for the EU in Romania and also in Libya paying no tax. With the money I earned I invested in Thai Companies on the stock exchange and can make a lot more money each month than having the hassle of a Thai Company and paying maximum Tax.

On the other hand some friends have made it big such as Bill Heinecke of Minor Group who owns Pizza Company, but he grew up here.

Edited May 7, 2016 by Estrada

[karimus]

I normally do not post anything on TV but I can't stand it anymore ... You definitely can start a business in Thailand and own 100% percent of it even as a non-American! I suggest you talk to a lawyer instead of asking on a forum such as this one...

How...pray tell.

Simply create a foreign company for which you will need 3 shareholders which all must be non-Thai but you can give yourself 99 % of all shares which is effectively the same as owning 100 %. The whole process takes only a couple of working days, is easy and costs approx. 10k THB for each million of registered capital. I could go deeper into this and explain how to proceed for each different kind of business due to the foreign business act but that's a lot of topics to cover and I don't even know what kind of business the OP wants to start.

Sounds like Theory, and not actual current practice, Why you say? I know from 8 years of multiple Thai Company operations.

For Starters you will need Thai Nominee shareholders which are illegal. Not Non-Thai as you say. Perhaps you should get better advice because there is no way you have a Thai Company based on this structure.

It's a foreign company and very possible. As for the advice, not needed since I already created such firm.

[aronp1]

First thing first. What nationally are you?