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14 hours ago, Longstaff said:

OK. having been through all of this in the past 2 years, and again only a month ago, my understanding and experience is as follows:

 

1. If you are married to a Thai then setting up a simple Thai family business (not a Ltd Co) is the easiest way to go. You can get a visa based on marriage (with the required 400K in the bank), and a work permit based on having sufficient staff registered on social security. For sure you can work in your family cafe / bar /  restaurant (but you can't be a bartender). The business does not need to be VAT registered.

2. A limited company must have shareholders and the value of their shares must be declared and registered with BDB. If the shareholders are all Thai, the registered capital does not need to be proven, and can be 1 million. Thus the liability of the limited company is limited to 1 million.

3. If you set up a new Ltd Co with a farang shareholder/s (maximum 49%), then everyone's capital must be proven through their bank records, and 2 million is required

4. A farang may become a shareholder of a Thai company with their shareholding duly registered with BDB (up to 49%). This process does not require proof of capital contributed.

5. The 49% shareholding farang may be the sole director of the business.

6. To get a work permit in a limited company, the company must be VAT registered.

 

As stated previously and by seancbk above, seek legal and accounting advice...the cost of this is relatively small compared to the overall cost of establishing a business. Other TV members will happily recommend suitable advisers in their region I'm sure.

 

Doing something you have never done before is an adventure. If you are up for the challenge then get stuck in, but don't underestimate the hassles you will encounter in terms of getting through the bureaucracy and dealing with people providing services to you (especially tradesmen). Anticipate everything costing double your best estimate and taking at least twice as long as you think. Don't get blindsided by things like signboard tax after already erecting a 8 meter by 4 meter sign over the front of your shophouse!

 

Once again, good luck and best wishes for your venture.

 

 

Aha someone with a little more time than me was kind enough to elaborate further. Thanks so much for that, I did not have time to go into so much detail. Cheers

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14 hours ago, Longstaff said:

OK. having been through all of this in the past 2 years, and again only a month ago, my understanding and experience is as follows:

 

1. If you are married to a Thai then setting up a simple Thai family business (not a Ltd Co) is the easiest way to go. You can get a visa based on marriage (with the required 400K in the bank), and a work permit based on having sufficient staff registered on social security. For sure you can work in your family cafe / bar /  restaurant (but you can't be a bartender). The business does not need to be VAT registered.

2. A limited company must have shareholders and the value of their shares must be declared and registered with BDB. If the shareholders are all Thai, the registered capital does not need to be proven, and can be 1 million. Thus the liability of the limited company is limited to 1 million.

3. If you set up a new Ltd Co with a farang shareholder/s (maximum 49%), then everyone's capital must be proven through their bank records, and 2 million is required

4. A farang may become a shareholder of a Thai company with their shareholding duly registered with BDB (up to 49%). This process does not require proof of capital contributed.

5. The 49% shareholding farang may be the sole director of the business.

6. To get a work permit in a limited company, the company must be VAT registered.

 

As stated previously and by seancbk above, seek legal and accounting advice...the cost of this is relatively small compared to the overall cost of establishing a business. Other TV members will happily recommend suitable advisers in their region I'm sure.

 

Doing something you have never done before is an adventure. If you are up for the challenge then get stuck in, but don't underestimate the hassles you will encounter in terms of getting through the bureaucracy and dealing with people providing services to you (especially tradesmen). Anticipate everything costing double your best estimate and taking at least twice as long as you think. Don't get blindsided by things like signboard tax after already erecting a 8 meter by 4 meter sign over the front of your shophouse!

 

Once again, good luck and best wishes for your venture.

 

 

Reference points 2 and 4.   

If I read your post correctly the company would only need to have 1 million in registered capital and this would not need to be proven as it would be opened by a Thai (point 2), then when I became a shareholder no proof of my capital would be needed (point 4)

I don't have anywhere near 2 million baht, but I could ask one of my Thai friends to assume 100% ownership in order to open the company then later on take control of the company (I do know I can only technically own 49%, but I've got wealthy Thai friends I trust who've said they'd hold shares on my behalf).

I wonder how long after the company has been formed they would allow a foreigner to become a shareholder?  Presumably immediately.

 

 

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5 hours ago, Deepinthailand said:

No evidence then no write up in papers. Guy who was deported for carrying boxes was it never kicked up a fuss or went to papers!!

Social media wasn't there those days, pretty easy to hide things. But I don't give a .... if you believe me or not.

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I have a visa based on marriage and I am about to start up a small family "tutoring" business to obtain a work permit.  Checked with the work department and have the all clear and so my wife went to the business registration department today who offered her a list of companies who would take care of all the relevant paperwork.  The advisor of one of these companies has quoted us a price of 12,000 bht which covers all the paperwork, services, a rubber stamp with company logo, the paid up capital and to move us to the head of the queue. There will also be an additional 5,000 bht to be paid for business registration.

 

My wife initially told her that we wanted to open the business as sole owner/or partners with 1 additional thai employee (as instructed by the work department) and that we could show 1 million baht in the bank but the lady advised us that this was not easy as I would have to prove were the money in the bank originated from.  She has said that she can open a small family business with my wife as owner and 2 other thai employees and me as an additional employee.  We would have to pay social fund payments and as long as we earned under the tax threshold we would not pay any tax.

 

My question is this, the 1,000,000 registered capital I could show has been lying dormant in my 2 bank accounts for over 5 years so why would I have to prove where it came from?  I would prefer to only start a business with my wife and I with an additional employee so what is it that prevents me from doing so?  Secondly, is 17,000 bht all inclusive a fair price to pay for business paperwork and registration

 

Cheers guys

 

JAF

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The costs of a business Visa and WP are certainly not cheap, not to mention tax etc etc

 

I doubt very much a little Cafe/Bar would make enough to pay the above costs and make a decent wage for a farang if you decided to work in it

 

Not being negative OP but I have seen to many small business go to the wall here

 

It really is not worth it

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On 1/3/2017 at 9:45 AM, wmlc said:

Thank you very much. I was waiting for Ubon Joe to come up with this answer and he could not because he has no idea about this subject. If the company has no capital provided by the share holders or owner, the director will be in a heap of trouble. What Ubon Joe also does not know, is that inspections by the ministry of Labour and immigration are done for this purpose alone. You must have the capital! It is illegal to register capital you don't have and very bad advice to suggest to anyone it can be done. 

I'm afraid Ubon Joe is extremely correct, as this was common practice during many years – everybody was surprised when I insisted on all capital should be paid in, when I established a Thai Co. Ltd. as it was very unusual; but as the shareholders are liable up to their nominal shareholder capital, it's much easier just to pay it cash into the company's bank account. Lately, to avoid proxy shareholders, the Thai shareholders may need to show proof of fund, and I'm not sure if you still can avoid paying anything into the company upon registration.

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2 hours ago, JustAnotherFarang said:

Secondly, is 17,000 bht all inclusive a fair price to pay for business paperwork and registration

 

Cheers guys

 

JAF



Yes that sounds very good.  So much so I'd like to know which company it is. 

The highest I've been quoted was more than 4 times that, and the lowest so far around double.

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2 hours ago, JustAnotherFarang said:

My question is this, the 1,000,000 registered capital I could show has been lying dormant in my 2 bank accounts for over 5 years so why would I have to prove where it came from?  I would prefer to only start a business with my wife and I with an additional employee so what is it that prevents me from doing so?  Secondly, is 17,000 bht all inclusive a fair price to pay for business paperwork and registration

I would presume that your 1 million baht being 5-years in your bank-accounts are proof enough, as you are an alien – it merely the Thais, the authorities wish to check are not acting as proxy-shareholders for aliens.

Normally a Thai Co. Ltd. business set-up with a 2 million baht registered capital will cost from around 30,000 baht and up – I say "normally", as I've never heard about a lower price within the past 10+ years – however, a Thai family-business or partnership may be more simple to register, so 17,000 sounds fair and right.

Edited by khunPer
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36 minutes ago, khunPer said:

I would presume that your 1 million baht being 5-years in your bank-accounts are proof enough, as you are an alien – it merely the Thais, the authorities wish to check are not acting as proxy-shareholders for aliens.

Normally a Thai Co. Ltd. business set-up with a 2 million baht registered capital will cost from around 30,000 baht and up – I say "normally", as I've never heard about a lower price within the past 10+ years – however, a Thai family-business or partnership may be more simple to register, so 17,000 sounds fair and right.

To confirm:

 

Bank accounts - are we talking about Thai bank accounts? so just to be clear would it be better to show money in thai bank account and prove where that money came from? Overseas transfers being more favourable than deposits into thai bank account made domestically? 

 

 

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1 hour ago, Rc2702 said:

To confirm:

 

Bank accounts - are we talking about Thai bank accounts? so just to be clear would it be better to show money in thai bank account and prove where that money came from? Overseas transfers being more favourable than deposits into thai bank account made domestically? 

 

 

I assume Thai bank accounts for a Thai company registration – foreign transfers are shown as such in the Thai bank statements – it's to my knowledge mainly the Thai shareholders that shall show proof of funds, so the show that they don't act as proxies.

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This type of business is well tolerated in the northeast and I know many who have them with no marriage or work permit.  I think it is living on the edge a bit though. I hope you don't need the income to survive here as it is very hard to make money here doing that. I do know a couple that have though, and they work really hard to get a fraction of what they could make back home working for someone else.   Good luck.

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11 hours ago, Rc2702 said:

To confirm:

 

Bank accounts - are we talking about Thai bank accounts? so just to be clear would it be better to show money in thai bank account and prove where that money came from? Overseas transfers being more favourable than deposits into thai bank account made domestically? 

 

 


Yes, you would need the funds to show the existence of the paid up capital to be in a Thai bank account.   That is presuming they actually want to see proof the funds exists and not just the previously mentioned 'registration' of said funds.

There is an annoying rule here in Thailand that says a foreigner can only purchase a condo with funds which are shown to have come from outside Thailand.   Which always struck me as ludicrous.   What if you are working here and making 6 million baht a year in salary?  You can't easily transfer the money out and you are not allowed to spend it on property, so what the hell are you supposed to do with it?   (Aside from spend it on rent and living costs).

I'm not sure if funds to capitalise a business here (as a foreigner) also have to have originated offshore.  I'll have to ask my business adviser next time I talk to her.

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13 hours ago, khunPer said:

I'm afraid Ubon Joe is extremely correct, as this was common practice during many years – everybody was surprised when I insisted on all capital should be paid in, when I established a Thai Co. Ltd. as it was very unusual; but as the shareholders are liable up to their nominal shareholder capital, it's much easier just to pay it cash into the company's bank account. Lately, to avoid proxy shareholders, the Thai shareholders may need to show proof of fund, and I'm not sure if you still can avoid paying anything into the company upon registration.

I'm sorry but you and Ubon Joe are dead wrong. The capital must be real and many companies are being inspected for this very thing now. The only thing that happened was the Thai authorities were too lazy to ask for proof of the capital in the past and you know why? Because who in their right mind would open a business with absolutely no capital? If you do, your just asking for failure. All will be revealed anyways when the Revenue dept and other agencies come a calling for answers. It is extremely bad advice on the part of Ubon Joe to suggest you can open up a company using fake or no capital. This is very unlike him because his advice is normally very sound. I'm finished with this topic now. Please advise members accordingly to the law and stop trying to show the loop holes in the system. It will always come back and bite you in the ass if you operate under these grey areas. I've seen it many times in our law firm with our clients. 

 

Finally, please don't message me for legal advise. I will only from time to time reply to some posts. I'm in no way way or have the time to take new customers from this forum. I have sent a couple of members the number of our Thai lawyer and it was just a complete waste of time. The reason why is because members come here for free advice and have little to no means to hire a lawyer. For this reason I will just try to help when I can. I suspect this is the reason why our legal questions thread has disappeared. Because Siam Legal did not get much business from it. Good day to all.

Edited by wmlc
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16 hours ago, JustAnotherFarang said:

I have a visa based on marriage and I am about to start up a small family "tutoring" business to obtain a work permit.  Checked with the work department and have the all clear and so my wife went to the business registration department today who offered her a list of companies who would take care of all the relevant paperwork.  The advisor of one of these companies has quoted us a price of 12,000 bht which covers all the paperwork, services, a rubber stamp with company logo, the paid up capital and to move us to the head of the queue. There will also be an additional 5,000 bht to be paid for business registration.

 

My wife initially told her that we wanted to open the business as sole owner/or partners with 1 additional thai employee (as instructed by the work department) and that we could show 1 million baht in the bank but the lady advised us that this was not easy as I would have to prove were the money in the bank originated from.  She has said that she can open a small family business with my wife as owner and 2 other thai employees and me as an additional employee.  We would have to pay social fund payments and as long as we earned under the tax threshold we would not pay any tax.

 

My question is this, the 1,000,000 registered capital I could show has been lying dormant in my 2 bank accounts for over 5 years so why would I have to prove where it came from?  I would prefer to only start a business with my wife and I with an additional employee so what is it that prevents me from doing so?  Secondly, is 17,000 bht all inclusive a fair price to pay for business paperwork and registration

 

Cheers guys

 

JAF

That is a very cheap price. Our firm charges 25,000-40,000 baht. If the lawyer has a good reputation then you should go for it.

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18 minutes ago, wmlc said:

I'm sorry but you and Ubon Joe are dead wrong. The capital must be real and many companies are being inspected for this very thing now. The only thing that happened was the Thai authorities were too lazy to ask for proof of the capital in the past and you know why? Because who in their right mind would open a business with absolutely no capital? If you do, your just asking for failure. All will be revealed anyways when the Revenue dept and other agencies come a calling for answers. It is extremely bad advice on the part of Ubon Joe to suggest you can open up a company using fake or no capital. This is very unlike him because his advice is normally very sound. I'm finished with this topic now. Please advise members accordingly to the law and stop trying to show the loop holes in the system. It will always come back and bite you in the ass if you operate under these grey areas. I've seen it many times in our law firm with our clients. 

 

Finally, please don't message me for legal advise. I will only from time to time reply to some posts. I'm in no way way or have the time to take new customers from this forum. I have sent a couple of members the number of our Thai lawyer and it was just a complete waste of time. The reason why is because members come here for free advice and have little to no means to hire a lawyer. For this reason I will just try to help when I can. I suspect this is the reason why our legal questions thread has disappeared. Because Siam Legal did not get much business from it. Good day to all.

I doubt many open a biz with no capital but my understanding of this point makes complete sense. If I am allowed to declare X amount of capital for a fee of 500 per 100k then I would do exactly that and NOT a satang more. Does not mean it is not there or you do not have it just common sense why sink all the cash into a bank account if you do not have to legally. Of course you state it is an offence but surely it's only an offence if the s hit hits the fan and you become liable for something you declared you had but do not.

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3 hours ago, Rc2702 said:

I doubt many open a biz with no capital but my understanding of this point makes complete sense. If I am allowed to declare X amount of capital for a fee of 500 per 100k then I would do exactly that and NOT a satang more. Does not mean it is not there or you do not have it just common sense why sink all the cash into a bank account if you do not have to legally. Of course you state it is an offence but surely it's only an offence if the s hit hits the fan and you become liable for something you declared you had but do not.

It would be an offense to declare and register capital that you actually don't have. It does not matter who or where it comes from but you must have it. Simple? I think yes.

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17 minutes ago, wmlc said:

It would be an offense to declare and register capital that you actually don't have. It does not matter who or where it comes from but you must have it. Simple? I think yes.



Sadly the change in the enforcement of the rules will mean far fewer new businesses being started by foreigners.

 

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4 hours ago, wmlc said:

I'm sorry but you and Ubon Joe are dead wrong. The capital must be real and many companies are being inspected for this very thing now. The only thing that happened was the Thai authorities were too lazy to ask for proof of the capital in the past and you know why? Because who in their right mind would open a business with absolutely no capital? If you do, your just asking for failure. All will be revealed anyways when the Revenue dept and other agencies come a calling for answers. It is extremely bad advice on the part of Ubon Joe to suggest you can open up a company using fake or no capital. This is very unlike him because his advice is normally very sound. I'm finished with this topic now. Please advise members accordingly to the law and stop trying to show the loop holes in the system. It will always come back and bite you in the ass if you operate under these grey areas. I've seen it many times in our law firm with our clients. 

 

Finally, please don't message me for legal advise. I will only from time to time reply to some posts. I'm in no way way or have the time to take new customers from this forum. I have sent a couple of members the number of our Thai lawyer and it was just a complete waste of time. The reason why is because members come here for free advice and have little to no means to hire a lawyer. For this reason I will just try to help when I can. I suspect this is the reason why our legal questions thread has disappeared. Because Siam Legal did not get much business from it. Good day to all.

Read my post again, please...

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On 1/4/2017 at 8:39 AM, darrendsd said:

The costs of a business Visa and WP are certainly not cheap, not to mention tax etc etc

 

I doubt very much a little Cafe/Bar would make enough to pay the above costs and make a decent wage for a farang if you decided to work in it

 

Not being negative OP but I have seen to many small business go to the wall here

 

It really is not worth it

The cost of a B visa depends on if it a 3 month, 1 year ,multi etc. However still not expensive anywhere from $80 upto $200 for the visa. The work permit is 3000B  

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On 1/4/2017 at 1:01 PM, seancbk said:

 

 

Reference points 2 and 4.   

If I read your post correctly the company would only need to have 1 million in registered capital and this would not need to be proven as it would be opened by a Thai (point 2), then when I became a shareholder no proof of my capital would be needed (point 4)

I don't have anywhere near 2 million baht, but I could ask one of my Thai friends to assume 100% ownership in order to open the company then later on take control of the company (I do know I can only technically own 49%, but I've got wealthy Thai friends I trust who've said they'd hold shares on my behalf).

I wonder how long after the company has been formed they would allow a foreigner to become a shareholder?  Presumably immediately.

 

 

A Ltd Co needs a minimum number of shareholders (I think 3)

Share transfer can occur relatively quickly, as can a change to Director/s. I think sufficient time needs to elapse to allow shareholders to be informed and a resolution by them to be passed approving the changes. So, a week or so...Forms need to be filled in, in Thai, and fees paid for these changes at DBD.

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1 hour ago, Longstaff said:
On 1/4/2017 at 1:01 PM, seancbk said:

 

 

Reference points 2 and 4.   

If I read your post correctly the company would only need to have 1 million in registered capital and this would not need to be proven as it would be opened by a Thai (point 2), then when I became a shareholder no proof of my capital would be needed (point 4)

I don't have anywhere near 2 million baht, but I could ask one of my Thai friends to assume 100% ownership in order to open the company then later on take control of the company (I do know I can only technically own 49%, but I've got wealthy Thai friends I trust who've said they'd hold shares on my behalf).

I wonder how long after the company has been formed they would allow a foreigner to become a shareholder?  Presumably immediately.

 

 

 

A Ltd Co needs a minimum number of shareholders (I think 3)

Share transfer can occur relatively quickly, as can a change to Director/s. I think sufficient time needs to elapse to allow shareholders to be informed and a resolution by them to be passed approving the changes. So, a week or so...Forms need to be filled in, in Thai, and fees paid for these changes at DBD.

 

 

Thanks for the info.   

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  • 4 months later...
On ‎1‎/‎3‎/‎2017 at 1:33 AM, seancbk said:

 


I highly recommend looking through the link I provided as it has a wealth of detail about the process of setting up companies here.

Another thing you can do is register the capital then issue a 'loan' to the directors for the 1 or 2 million, so that the funds although not in the company accounts are accounted for.   The directors can then repay the loan which would gradually put the actual capital into the company accounts.    However, you would need to get updated advice from your accountant as to whether this is still being allowed.

I spoke with my accountant recently about starting a new company and she advised that the Army are tightening up some of the loopholes.   For example, it used to be possible to just pay social security for 4 Thais and register them as your employees, allowing you to get a work permit before you had to actually start paying salaries for 4 employees.   Apparently that is no longer easy to do.   

So my advice is read the link in my last post and get proper legal and accounting advice before you proceed. 


There are many successful foreign businesses here in Thailand, don't believe what all the naysayers spout on these threads ;-)




 

This is my first post in the forum. I was told that you only needed 25% actual cash, or paid capital, for the 2 million baht of registered capital , The post below is from the BOI website, I also had an attorney tell me this. My question is this, The can the registered capital be in a United States Bank account, with the paid capital portion in a Thai bank account? Can I use that paid capital for company expenses? Anyone?

 

Thanks

The registration of the company can be accomplished on the same day as the registration of the Memorandum of Association provided that:

(1)      All registered shares have been subscribed for;

(2)      A statutory meeting is held to transact the business with the presence of all promoters and subscribers, and all promoters and subscribers have approved the transacted business;

(3)      The promoters have handed over the business to the directors; and

(4)      The payment of at least 25% of the total shares has been paid by the shareholders.

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16 minutes ago, Neal In Thailand said:

This is my first post in the forum. I was told that you only needed 25% actual cash, or paid capital, for the 2 million baht of registered capital , The post below is from the BOI website, I also had an attorney tell me this. My question is this, The can the registered capital be in a United States Bank account, with the paid capital portion in a Thai bank account? Can I use that paid capital for company expenses? Anyone?

 

Thanks

The registration of the company can be accomplished on the same day as the registration of the Memorandum of Association provided that:

(1)      All registered shares have been subscribed for;

(2)      A statutory meeting is held to transact the business with the presence of all promoters and subscribers, and all promoters and subscribers have approved the transacted business;

(3)      The promoters have handed over the business to the directors; and

(4)      The payment of at least 25% of the total shares has been paid by the shareholders.

You can use the paid up capital for company expense. The paid up part is  a fee to the government, so actually you can have paid up capital of 3 million baht but not really have all the money in the bank account. I dont think you can use a US bank. When we started our company we had all the cash here.  

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On ‎12‎/‎31‎/‎2016 at 10:12 PM, muzmurray said:

More hassle and cost than it's worth. (If you insist on working there).

 

On ‎12‎/‎31‎/‎2016 at 11:06 PM, ubonjoe said:

If married to a Thai the company or partnership only needs to have registered capital of 1 million baht and at some work permit offices only 2 Thai employees.

Registered capital is just number used when registering the company it does not have to be in cash.

 

On ‎12‎/‎31‎/‎2016 at 11:06 PM, ubonjoe said:

If married to a Thai the company or partnership only needs to have registered capital of 1 million baht and at some work permit offices only 2 Thai employees.

Registered capital is just number used when registering the company it does not have to be in cash.

I read on the Thailand Board of Investment that you do need 25% of the 2million Baht paid up. My understanding is this 25% can be in a Thai bank account and for example cold be used to by office equipment and supplies for the company, is this correct? Thanks Im new here.

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23 hours ago, ericthai said:

You can use the paid up capital for company expense. The paid up part is  a fee to the government, so actually you can have paid up capital of 3 million baht but not really have all the money in the bank account. I dont think you can use a US bank. When we started our company we had all the cash here.  

Now that's completely different! Lets start over. The 2 million baht of registered capital, you are saying this is a fee to the Thai government? and at the same time can be used for my company expenses? That don't make sense. The BOI site says you need 2 million Baht registered capital, but only need 25% paid up to start. Whats the difference between paid up capital and Registered capital? My understanding is the whole idea of the registered capital is to have money for liability issues if they come up in the future, and this remains my companies money?

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Just now, Neal In Thailand said:

 

 

I read on the Thailand Board of Investment that you do need 25% of the 2million Baht paid up. My understanding is this 25% can be in a Thai bank account and for example cold be used to by office equipment and supplies for the company, is this correct? Thanks Im new here.

Yes the 2 million baht can be used to pay for supplies, expenses, equipment. However you need to pay a  company registration fee to the government which is 500 baht per 100,000 baht of registered capital. So for 2 million Baht you need to pay  to the government 10,000 Baht to have 2 million Baht paid up capital.

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7 minutes ago, ericthai said:

Yes the 2 million baht can be used to pay for supplies, expenses, equipment. However you need to pay a  company registration fee to the government which is 500 baht per 100,000 baht of registered capital. So for 2 million Baht you need to pay  to the government 10,000 Baht to have 2 million Baht paid up capital.

OK so you have paid the 10,000 baht to have your paid up capital of 2 million. You need 25% of that 2 million in a Thai bank account, that's in your company name and is your money to be used for company expenses?

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1 minute ago, Neal In Thailand said:

OK so you have paid the 10,000 baht to have your paid up capital of 2 million. You need 25% of that 2 million in a Thai bank account, that's in your company name and is your money to be used for company expenses?

That's what we did and had no issues.  Don't know what type of business you are opening but consider how much paid up capital you need/want.  After a few years we increased our paid up capital and the cost was much higher than originally.  Also your Thai partner may need to show they had the funds for their minimum 51%, as it cant all come from you legally.  

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