Buying a Cafe/Restaurant business in thailand.

[Davotaylor]

My Thai Wife is at present renting a building that she can run a Cafe/Restaurant in. I am interested in buying this in her and her aunts name IE they would be 51% in total share holders, but legally once this is done, can I also be the manager of this as i would be a 49% major shareholder in the business. Any advice on this would be greatly appreciated. Many Thanks in Advance.

[piersbeckett]

Work permit springs to mind

[Davotaylor]

Hi Piersbeckett, yes agree on that, but with ownership and thai staff in place, is this then not possible to arrange? 

 

[Mekong Thunder]

Do you know that you need to have 2 Million Baht on  deposit in a Thai bank for a work permit,with all Thai shareholders having full access to these funds?

[ukrules]

2 minutes ago, Mekong Thunder said:

Do you know that you need to have 2 Million Baht on  deposit in a Thai bank for a work permit,with all Thai shareholders having full access to these funds?

 

No you don't

[p_brownstone]

6 minutes ago, ukrules said:

 

No you don't

 

Exactly.

 

Absolute nonsense.

 

Why do people Post on subjects they clearly know nothing about!?

 

Irritating and VERY unhelpful.

 

Patrick

 

 

 

[Davotaylor]

2 million is not a major issue, but i have also heard conflicting reports on whether that is actually the case. thus why i am asking here, to hopefully get a comprehensive answer on all in involved. Again many thanks for all advice, its very much appreciated.

[Davotaylor]

1 minute ago, p_brownstone said:

 

Exactly.

 

Why do people Post on subjects they clearly know nothing about!?

 

Irritating and VERY unhelpful.

 

Patrick

 

 

 

Thanks Patrick. appreciate the heads up; it was also what i had heard. 

[Mekong Thunder]

12 minutes ago, ukrules said:

 

No you don't

Yes,you do!
Why don't you explain to us the capitalisation of companies under Thai law then?

[Mekong Thunder]

8 minutes ago, p_brownstone said:

 

Exactly.

 

Absolute nonsense.

 

Why do people Post on subjects they clearly know nothing about!?

 

Irritating and VERY unhelpful.

 

Patrick

 

 

 

And you know everything why exactly?

[Kwasaki]

[KarenBravo]

3 minutes ago, Mekong Thunder said:

Yes,you do!
Why don't you explain to us the capitalisation of companies under Thai law then?

 

Oh dear........you are going to be proved wrong.

[Mekong Thunder]

2 minutes ago, KarenBravo said:

 

Oh dear........you are going to be proved wrong.

When,next Thrumsday as I see no other replies here?

[p_brownstone]

5 minutes ago, Mekong Thunder said:

Yes,you do!
Why don't you explain to us the capitalisation of companies under Thai law then?

 

To form a Company in Thailand you need a REGISTERED Capital of between 1 and 4 Million Baht, depending on the particular circumstances of the Company.

 

HOWEVER - that is only REGISTERED Capital ...... NOT PAID UP CAPITAL, there's a huge difference. You don't even have to have 1 Baht in the Company's Bank Account - you can use Company Assets, even Company "Goodwill" at an agreed valuation, as Capital.

 

NO WAY - in any circumstances - can a mere Shareholder gain access to a Company Bank Account, I hold shares in over a dozen Thai Listed Companies - Bangkok Bank, Kasikorn Bank, Siam Cement etc. etc.; my holding of Shares in those Companies gives me absolutely NO right to plunder their Bank Accounts.

 

You have no idea of what you are talking about, please do not confuse the OP and his request for proper, informed, information.

 

Patrick

 

 

 

[Davotaylor]

2 minutes ago, p_brownstone said:

 

To form a Company in Thailand you need a REGISTERED Capital of between 1 and 4 Million Baht, depending on the particular circumstances of the Company.

 

HOWEVER - that is only REGISTERED Capital ...... NOT PAID UP CAPITAL, there's a huge difference. You don't even have to have 1 Baht in the Company's Bank Account - you can use Company Assets, even Company "Goodwill" at an agreed valuation, as Capital.

 

NO WAY - in any circumstances - can a mere Shareholder gain access to a Company Bank Account, I hold shares in over a dozen Thai Listed Companies - Bangkok Bank, Kasikorn Bank, Siam Cement etc. etc.; my holding of Shares in those Companies gives me absolutely NO right to plunder their Bank Accounts.

 

You have no idea of what you are talking about, please do not confuse the OP and his request for proper, informed, information.

 

Patrick

 

 

 

Patrick, that is very kind of you and informative. I also really appreciate the final line regarding proper informed information. being new on here, i never envisaged a small battle of egos on what i thought was a basic open enquiry to aid me and my wife. Again really appreciated. 

[Kwasaki]

5 minutes ago, p_brownstone said:

 

To form a Company in Thailand you need a REGISTERED Capital of between 1 and 4 Million Baht, depending on the particular circumstances of the Company.

 

HOWEVER - that is only REGISTERED Capital ...... NOT PAID UP CAPITAL, there's a huge difference. You don't even have to have 1 Baht in the Company's Bank Account - you can use Company Assets, even Company "Goodwill" at an agreed valuation, as Capital.

 

NO WAY - in any circumstances - can a mere Shareholder gain access to a Company Bank Account, I hold shares in over a dozen Thai Listed Companies - Bangkok Bank, Kasikorn Bank, Siam Cement etc. etc.; my holding of Shares in those Companies gives me absolutely NO right to plunder their Bank Accounts.

 

You have no idea of what you are talking about, please do not confuse the OP and his request for proper, informed, information.

 

Patrick

 

 

 

 With respect is your situation the same as the OP's describes doesn't sound like it. ?  

[Kwasaki]

35 minutes ago, Mekong Thunder said:

Unless he's a majority shareholder and owner of the companies Bangkok Bank, Kasikorn Bank, Siam Cement etc. then no,just foolish drivel!

That's why asked a question !!

OP is talking wife and family renting, will the owner sell so they can run a business, l very much doubt it.

The owner will let them run a business and still want rent and keep ownership of his invested interest.

Personally l think it's the OP's spontaneous idea and should dig a bit deeper, just IMO. 

 

[metisdead]

Inflammatory posts and replies have been removed.  Keep it civil please. 

[Davotaylor]

47 minutes ago, Kwasaki said:

That's why asked a question !!

OP is talking wife and family renting, will the owner sell so they can run a business, l very much doubt it.

The owner will let them run a business and still want rent and keep ownership of his invested interest.

Personally l think it's the OP's spontaneous idea and should dig a bit deeper, just IMO. 

 

Dear Kwasaki. Sadly not a spontaneous idea or a typical farang pipe dream. This has been discussed between us for along time and only now do  we have a chance financially and the time to take it further after a foundation has been made by my wife. My wife and her aunt have been renting the property for over three years now and their rental contract with the owner is very solid. The restaurant and cafe section of the business are in need of taking to the next level and expanded. I am interested in becoming a 49% shareholder of the actual business so that i could help my wife and family by adding a western touch to the place and taking it up to that next level. With mine and my wifes further investment into the business I would like to be legally allowed to work on this project to ensure all is done correctly and to high standards. I am sure you agree that doing this legally is my preferred choice. Please note this is not a half hearted attempt at me just getting a tiny financial gain but purely for my wifes side of our life and me wanting to make sure it is done properly. i trust this helps clarify my original post. Any Advice is always welcomed.

[p_brownstone]

9 hours ago, Mekong Thunder said:

You have just proven beyond all reasonable doubt here that you don't even know the difference between a publicly owned,quoted and traded company and a limited liability company,absolutely hilarious you just cannot be serious?

 

As far as Shareholder powers are concerned there is absolutely NO difference between a Shareholder in a Listed Company and a Shareholder in a Limited Liability Company - in both cases a mere Shareholder has NO access to the Company Bank Accounts.

 

The only way anyone can gain such access is to be nominated as an "Authorised Signatory" to the Bank Accounts and that can only be done at an Annual General Meeting or Emergence General Meeting at which a Quorum of Shareholders are present and the majority must Vote to agree to the Appointment. The Meeting must be Minuted and a copy of the Minutes given to the Bank before they will allow any access. When they do you are given Access as an "Authorised Signatory" NOT as a Shareholder.

 

Patrick

[blackcab]

13 hours ago, Mekong Thunder said:

Do you know that you need to have 2 Million Baht on  deposit in a Thai bank for a work permit,with all Thai shareholders having full access to these funds?

 

That's completely incorrect.

 

Firstly, the two million baht required to obtain a work permit does not need to be cash. Cash is the most straightforward way to meet the requirements, but it doesn't have to be this way.

 

Secondly, all shareholders do not need to have access to company bank accounts.

 

I speak from experience. I work for a Thai company, I have a work permit and I am a signatory for various company bank accounts. I can assure you that some of the company shareholders have zero access or authority to the company bank accounts. On the other hand, I do have access and authority and I'm not a shareholder. 

[Gary A]

If you have two Thai people wanting to operate a business, why in the world would you want to create a complicated company? Lawyers, accountants and tax liabilities are just asking for expensive problems. It would appear, at least to me, that you are attempting to try to protect your investment. If and a BIG IF, the business should prove to profitable, that is the time to consider a company.

[p_brownstone]

49 minutes ago, Gary A said:

If you have two Thai people wanting to operate a business, why in the world would you want to create a complicated company? Lawyers, accountants and tax liabilities are just asking for expensive problems. It would appear, at least to me, that you are attempting to try to protect your investment. If and a BIG IF, the business should prove to profitable, that is the time to consider a company.

 

The OP has indicated that he wants to be able to work legally in the operation, and the only way to do that is to form a Company; in my opinion that would also be the most sensible route to take - with a relatively highly visible presence such as a restaurant he can almost certainly expect visits from Thai Officialdom checking on documentation, VAT Registration, any other Licences needed to operate a Food business, Work Permit for the Farang etc. etc..

 

Best to go the totally legal way, it's not really difficult to form a Company here.

 

Patrick

 

 

[KarenBravo]

16 hours ago, Mekong Thunder said:

When,next Thrumsday as I see no other replies here?

 

I did warn you.......

[FritsSikkink]

18 hours ago, Mekong Thunder said:

Do you know that you need to have 2 Million Baht on  deposit in a Thai bank for a work permit,with all Thai shareholders having full access to these funds?

don't talk about things you obviously haven't got a clue about.

[KarenBravo]

Don't think he'll be back to this thread.

Overextended himself, doubled down and then made to look a fool.

[TommyTucker]

The first step is to use the services of a reputable Lawyer and form a Limited Company with your wife and her sister.
Shares will be split as Wife = 50%, Sister = 1 % and you = 49%.
The Lawyer will setup the company for you with all the official documents, VAT, Tax, Wages, alcohol license, food licence, etc etc.
You will need to open a bank account in the name of the new company once the company has been setup.
Once this is completed the Lawyer will then apply for a work permit as a Manager for the company and register you for tax.
It will take around two months for all the paperwork to be completed and for you to be in possession of your work permit.
Not sure where you are based or where the business is going to be, but there are a few reputable Lawyers in Bangkok who specialise in business start ups.

[Davotaylor]

8 minutes ago, TommyTucker said:

The first step is to use the services of a reputable Lawyer and form a Limited Company with your wife and her sister.
Shares will be split as Wife = 50%, Sister = 1 % and you = 49%.
The Lawyer will setup the company for you with all the official documents, VAT, Tax, Wages, alcohol license, food licence, etc etc.
You will need to open a bank account in the name of the new company once the company has been setup.
Once this is completed the Lawyer will then apply for a work permit as a Manager for the company and register you for tax.
It will take around two months for all the paperwork to be completed and for you to be in possession of your work permit.
Not sure where you are based or where the business is going to be, but there are a few reputable Lawyers in Bangkok who specialise in business start ups.

Tommy, thank you very much for this.