COMPANY REGISTRATION Company Limited

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A Presentation of
HEAD-OFFICE PHUKET TOWN 17/6 Chaofaa Rd.,
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-realestate-law.com
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• Limited companies in Thailand
• Company Ltd.
• Partnership Ltd.

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COMPANY REGISTRATION

• Company or Partnership Ltd. is registered having
  Thai Shareholders only
• Company or Partnership Ltd. is registered having
  no foreign director and/or foreign shareholder
  with less then 40 shareholding
• Company or Partnership Ltd. is registered having
  more then 40 foreign shareholding and/or a
  foreign director
• Company or Partnership Ltd. is registered for
  the purpose of owning Land having natural persons
  as shareholders
• Company or Partnership Ltd. is registered for
  the purpose of owning Land having juristic
  persons as shareholders

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Partnership Ltd. Thai Shareholders only or no
foreign director and/or foreign shareholder with
less then 40 shareholding

• Partnership Ltd.
• THAI-CITIZENS as DIRECTOR
• min. shareholders 2 person over 20 years of age
  (if foreigner is shareholder at least 2 Thai
  shareholders plus foreigner)
• max. 39 foreign held shares
• full liability for majority shareholder's
• Minimum capital Baht 100,000 of which 25 have
  to be paid up
• No evidence for source of funds necessary by
  Thai shareholders

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Company Ltd. Thai Shareholders only or no foreign
director and/or foreign shareholder with less
then 40 shareholding

• Company Ltd.
• THAI-CITIZENS as DIRECTOR(S)
• Shareholders 7 person over 20 years of age (at
  least 1 Thai shareholder)
• max. 39 foreign held shares
• Limited liability up to the registered company
  capital
• Minimum 100,000 Baht capital of which at least
  25 have to be paid up
• No evidence for source of funds necessary by
  Thai shareholders

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Company or Partnership Ltd. more then 40
foreign shareholding and/or a foreign director

• Evidence on every Thai Partners or Shareholders
  showing a source of investment shall be presented
  to registrar of CRO
• Example
• Copy of passbook or bank statement dated back
  six months or
• Bank statement issued to certify or confirm the
  financial status of partners or shareholders or
• Copy of evidence showing a source of investment
  used for the investment or shareholding or
• Salary statement verified by employer or
• Loan agreement and money transfer or
• any other source (inheritance, land sale,
  vehicle sale

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Company or Partnership Ltd. for the purpose of
acquiring land (only natural persons being
shareholders)

• without having to seek approval from Bangkok
• Maximum 39 foreign shares (the less foreign
  shareholders the better)
• Having a Thai director with full signatory power

• Evidence on every Thai Partner or Shareholder
  showing a source of investment at Investigation
  at the land department on date of transfer of
  land
• Copy of passbook or bank statement dated back
  six months or
• Bank statement issued to certify or confirm the
  financial status of partners or shareholders or
• Copy of evidence showing a source of investment
  used for the investment or shareholding or
• Salary statement verified by employer or
• Loan agreement and money transfer or other
  sources

• Evidence on Companies source of funds to purchase
  such Property
• Sufficient registered Capital or funds accrued
  in company (balance sheet)
• Loan agreement and money transfer

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Company or Partnership Ltd. for the purpose of
acquiring land (juristic persons being
shareholders)

• without having to seek approval from Bangkok
• Maximum 39 foreign shares
• Having a Thai director with full signatory power
• More Thai shareholders in persons then
  Foreigners (less foreign shareholders better)

Evidence on every Thai Partner or Shareholder and
Company showing source of investment or funds
same as for a Company or Partnership Ltd. having
natural persons as shareholders

• Evidence on Companies source of funds to purchase
  such Property
• Sufficient registered Capital
• Loan agreement and money transfer

Each juristic Person shall be a Thai Juristic
person as of the Land Code i.e. having a maximum
of 49 foreign shareholding and more Thai
Shareholders then foreigners.
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(No Transcript)
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Company or Partnership Ltd. registered under the
treaty between the Unites States of America and
Thailand (1968)

• Every American citizen (certified by a letter
  signed from the Commercial Section of American
  Embassy in Bangkok) will count same as any Thai
  person
• Minimum of 51 American held shares
• American National can be director in a
  Partnership Ltd.
• Restriction on the objective of business
• No registration of Land or Vessel (for
  commercial purpose) in the name of the company
  possible
• After initial registration at CRO the company
  has to be registered in BGKK at the Alien
  Business registration office.

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If a Company or Partnership Ltd. registered as
Alien Business sunder the Alien Business Law 24th
November B.E. 2542 (1999)

• Business as listed in
• List 1 Alien can not engaged in such activities
  as for special reason, which fore example
  includes Land Trade
• List 2 Alien cannot engage in such activities
  unless receiving permission by th Minister of
  Commerce with approval of the Cabinet, or a
  promotion is received from the Board of
  Investment of Thailand. Businesses related to
  safety or national security of the country, or
  with impact on
• Traditional culture, norms, local handicraft, or
  natural resources and Environment

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If a Company or Partnership Ltd. registered as
Alien Business sunder the Alien Business Law 24th
November B.E. 2542 (1999)

• Business as listed in
• List 3 Alien cannot engage in activities unless
  receiving permission by the Director-General of
  the Business Development Department, Ministry of
  Commerce, with the approval of the Foreign
  Business Committee approves such. Only for
  businesses Business which the Thai people are
  not ready to compete with the alien
• Any Business not listed in List 1 to 3 is allowed
  to be conducted by Aliens for example Export for
  goods produced in Thailand, holding of shares in
  other Thai juristic Persons

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Ministerial Regulation on minimum Investment and
transfer of funds
Clause 1 The alien must start business in
Thailand with the minimum capital at 2,000,000
Baht according to section 14 paragraph 1. Clause
2 The alien must start business in Thailand with
minimum capital which must not less than 25 of
the annual estimate expense for each business
for 3 years, but all of them must be at least
3,000,000 Baht for each business. In case the
business performance is less than 3 years, allow
to average by years of business as rule, and
all of them must be at least 3,000,000 Baht. The
estimate expense according to paragraph 1 means
the money in total amount that the alien will
spend in Thailand to run the business in order to
get the fix assets and for business using as
expense during the year.
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Ministerial Regulation on minimum Investment and
transfer of funds
Clause 3 The alien is an individual or juristic
person did not register in Thailand, must send
or get the foreign money to Thailand for minimum
capital with complete amount according to clause
1 or clause 2, depend on situation within 3
years commence from the date started the business
according to section 14 paragraph 1 or date
received permission according to section 14
paragraph 2. During the first 3 months, must
send or get not less than 20 of the minimum
capital and must complete 50 within 1 year, for
the rest, must send or get not less than 25
each year. In case the business performance does
not reach 3 years, must send or get the minimum
capital within 6 months from the date started the
business according to section 14 paragraph 1 or
date of permission according to section 14
paragraph 2. Clause 4 The alien need to show the
evidence of sending or getting the minimum
capital to Thailand and calculation of
exchange foreign money to Thai Baht by using the
exchange rate on the date of sending or getting
the minimum capital to Thailand as rule, submit
to the Domestic Commercial Development Division
within 15 days from the sending or getting date
of the minimum capital to Thailand.
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QUESTIONS ?
Friedrich Sam Fauma (Senior Partner,
Director) www.phuket-realestate-law.com (66) 76
222191 5, Fax. [phone] interlaw_at_loxinfo.
co.th
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