A Presentation of
HEAD-OFFICE PHUKET TOWN:
17/6 Chaofaa Rd., Talaadnuea, Muang, Phuket
TEL. (076) 222 191 – 5, fax: (66 76) 222 196 E-Mail:
interlaw@phket.loxinfo.co.th.www.phuket-realestate-law.com
BRANCH-OFFICE PATONG BEACH:
55 Rat-U-Thit 200 Pee Rd. Patong Beach, Kathu, Phuket 83150
Tel: (076) 344 180-1, 340 731, Fax (66 76) 340 767E-Mail:
interlaw@phket.loxinfo.co.th.www.phuket-realestate-law.com
• Limited companies in Thailand:
• Company Ltd.
• Partnership Ltd.
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
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
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
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
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
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.
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.
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
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
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.
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.
QUESTIONS ?
Friedrich ‘Sam’ Fauma
(Senior Partner, Director)
www.phuket-realestate-law.com
(+66) 76 222191 – 5, Fax. (+66) 76 222196
interlaw@loxinfo.co.th
THANK YOU