Starting a new company

[megapix]

Hello,

 

I have a family (me and 2 brothers) company in Europe that sells plastic products and Im starting a Thai limited company with my wife and my Thai friend here. We will import our products to Thailand. My 2 brothers got idea that they would like to own some shares here in Thai company. Both of them will stay in Europe and just come here once per year. My question is, would I have less authority when it will come to running the business ? Example, when I want to apply for banking account they need shareholder with more than 25% to apply. I know that my wife can do it for me but thats not the point. Are there any more restrictions ? Would be better if I own 25% and  them just rest of 24% ?

 

Sorry for my bad English. I hope I wrote it clearly.

[seancbk]

To have a company here you will need a minimum of 3 named shareholders.

The total shareholding of NON Thais is limited to 49%

51% (or more) of the shares must be held by a Thai person or persons.

You will need registered capital of 2 million baht.


Setup fees will be around 25,000 baht for a company with 2 million baht of registered capital.

There is a lot more to it, but those are the main points.

Hope that helps.

 

 

[inventorinthailand]

25,000 baht seems rather low. I would like to know who to contact. I have been quoted everything from 57,000 to 280,000 baht for a company registration incl all (VAT, Social, one Visa and WP).

[williamgeorgeallen]

45 minutes ago, seancbk said:

To have a company here you will need a minimum of 3 named shareholders.

The total shareholding of NON Thais is limited to 49%

51% (or more) of the shares must be held by a Thai person or persons.

You will need registered capital of 2 million baht.


Setup fees will be around 25,000 baht for a company with 2 million baht of registered capital.

There is a lot more to it, but those are the main points.

Hope that helps.

 

 

all good points. also it is best i found to just put my business in a thai  name.  it has few assets and who the share holders are makes very little real difference any way. just make yourself director after the company is set up. company bank accounts are very difficult to use so just do everything through a private bank account. i went through the hassle of setting up a company bank account and never ended up using it. make sure you get a good trust worthy lawyer to do all of this. thats easier said than done in thailand of course.  most foreign businesses fail in thailand. you are going to have a hard time with customs so you will need to find a good importer who is well connected. 

[megapix]

31 minutes ago, williamgeorgeallen said:

all good points. also it is best i found to just put my business in a thai  name.  it has few assets and who the share holders are makes very little real difference any way. just make yourself director after the company is set up. company bank accounts are very difficult to use so just do everything through a private bank account. i went through the hassle of setting up a company bank account and never ended up using it. make sure you get a good trust worthy lawyer to do all of this. thats easier said than done in thailand of course.  most foreign businesses fail in thailand. you are going to have a hard time with customs so you will need to find a good importer who is well connected. 

What do you mean by using private bank account? I thought that I must have a company account where I deposit the capital. And use the company account to operate the business.

[timberpond]

28 minutes ago, megapix said:

What do you mean by using private bank account? I thought that I must have a company account where I deposit the capital. And use the company account to operate the business.

I don't think that this is possible especially when involve of VATs and Witholding Tax.

Where will your company be setting up?

[janpharma]

1 hour ago, inventorinthailand said:

25,000 baht seems rather low. I would like to know who to contact. I have been quoted everything from 57,000 to 280,000 baht for a company registration incl all (VAT, Social, one Visa and WP).

Prices start even lower...but 25.000 Thb seems fair.  Check out if you really need a 2.000.000.- Thb Company; lower is also possible.

Check out too if you need to hire (Thai) staff and if so, how many...

Good Luck!

[megapix]

1 hour ago, timberpond said:

I don't think that this is possible especially when involve of VATs and Witholding Tax.

Where will your company be setting up?

So private account if fine ? In Rayong.

[seancbk]

3 hours ago, inventorinthailand said:

25,000 baht seems rather low. I would like to know who to contact. I have been quoted everything from 57,000 to 280,000 baht for a company registration incl all (VAT, Social, one Visa and WP).

This is what I got from the woman I am using.
 

--- quote on ---

1. Would you like to set up a company as Thai or Foreigner owner company (the different explain in link above)
2. You need 3 share holder name
3. Do you have the address to register a company?
4. How much for capital.

My service charge of registration depend on capital.

1,000,000 THB capital  service charge 20,000 (included government fee)
2,000,000 THB capital  service charge 25,000 (included government fee)

3,000,000 THB capital  service charge 35,000 (included government fee)

--- quote off ---

PM me if you'd like me to introduce you.

[khunPer]

Basically as quoted by "seancbk" in post #2, but expect more likely 50,000+ baht in set-up and registration costs.

 

You OP, as foreigner, can however not work in the company – apart of being director, i.e. Board-member only – without having a Work Permit. That'll require 4 Thai employees for each WP for a foreigner, and 2 million baht shareholder capital for the first WP, and additional 1 million baht shareholder capital for each following foreign WP.

 

You can make preferred shares. There're to my knowledge two options:

1) You, as foreigner, owns some preferred shares, for example 100,000 baht nominal value, with 10 votes for each 1,000 baht nominal share, whilst other shares has 1 vote for 1,000 baht nominal capital. Some lawyers do this, but it's not the intention of the Law; however not yet (to my knowledge) tested by a Thai Court.

2) Issue shares with no voting rights (to Thai shareholders) in return of a guaranteed dividend of for example 4% annually of the nominal shareholder capital of the preferred shares.

 

Operation via a Holding Company Limited is also a possibility; i.e. you'll need two (or more) companies.

 

The company can open bank account(s), but such an action require a so-called Meeting Report, signed by one or more of the directors, depending of signing rules (i.e. one Director can sign alone, or two or more Directors shall sign together). A Director can be a shareholder, but can also be one appointed and without owning any shares. If rules has not changed, a company cannot have plastic cards (credit cards or ATM cash cards).

 

Operating a Thai company limited may be little different , or more complicated, than running a limited company in your home country, depending of from where you originate. Some work positions are reserved for Thais, so foreigners can mainly work in management or jobs, where special skills are required. Depending of where your Thai company shall be located, the local authorities may be checking a lot, or less. You'll ned an accountant, normally external, for your books; the accountant will take care of monthly service like tax and Social Security for employees, company tax, annual statements, and external audit. Furthermore the accountant can help with a number of daily issues, like writing required Meeting Reports (in Thai) needed for various reasons; like bank business, car registration, rental agreements, etc. Depending of the size of your business, and amount of book-keeping, the service fees and auditing can annually cost from 30,000 baht and up.

 

Wish you good luck with your plans...

Edited April 27, 2017 by khunPer

[timberpond]

13 hours ago, megapix said:

So private account if fine ? In Rayong.

 

As I mentioned before, private accounts should not be use if involved VATs and Witholding Tax.

 

I'm in Rayong too. Call DuangNara accounting firm. Look for Nara (she speak good english).

Setting up the company should be around 25k and you can sub-contract your accounting job to her firm for 6k a month.

Registering the company is just tip of the iceberg for doing business in Thailand. Engaging her for accounting services will reduce a lot of headache in future. Till today I had not walk into the revenue department as all is settled by DN. Stamp for contracts, VAT, witholding tax reporting, etc.

 

Nara

Tel. 093-554 4597  

www_duangnara_com

[mallyrd]

12 minutes ago, timberpond said:

 

As I mentioned before, private accounts should not be use if involved VATs and Witholding Tax.

 

I'm in Rayong too. Call DuangNara accounting firm. Look for Nara (she speak good english).

Setting up the company should be around 25k and you can sub-contract your accounting job to her firm for 6k a month.

Registering the company is just tip of the iceberg for doing business in Thailand. Engaging her for accounting services will reduce a lot of headache in future. Till today I had not walk into the revenue department as all is settled by DN. Stamp for contracts, VAT, witholding tax reporting, etc.

 

Nara

Tel. 093-554 4597  

www_duangnara_com

First sensible response I have seen. My wife and I have been running a limited company for nearly 9 years, good accountants and a good lawyer is the key. We have very little to do with the administration of the company except to sign on the cross when we get documents such as VAT, Withholding Taxes, Year end Accounts ect. et al from the Accountant.

[timberpond]

Exactly! It will cost me minimum 12k to employ a half cooked accountant with no experience and I have an extra employee welfare to take care of. Subcontract the job to them save me quite some money not to mentioned their contacts in Rayong brings us closer to other potential customers.

 

Last year end accounts audit I didn't even meet the auditor as all is taken care of by DN... cost me 11k with no hair loss.  

[williamgeorgeallen]

On 27/4/2560 at 9:45 PM, megapix said:

What do you mean by using private bank account? I thought that I must have a company account where I deposit the capital. And use the company account to operate the business.

my accountant set my company up about 7 years ago and their was no mention of capital so i dont really know how that works. she is in pattaya if you want to contact her. she is great and seems to know her way around all the b#ll$hit involved with business in thailand. it may all have have changed more recently. a few years after setting up the company up i needed a company bank account for a transaction, cant remember the exact reason but it might have been something to do with the house i bought in my company name. anyway the company bank account was so difficult to use i just carried on using a private bank account that was 100% under my control and could have an ATM card. setting up the company bank account was very difficult from memory. any company with western shareholders seems to be difficult.