samak Posted January 31, 2009 Report Share Posted January 31, 2009 a friend's company would like to open a Representative or Liaison office in Thailand. Is there a minimum Investment needed (he was told 3 million Baht); does this need to be paid up? can this be used to cover ongoing local expenses? any ways to get around this? any other rule to be observed? Link to comment Share on other sites More sharing options...
Mekong Posted January 31, 2009 Report Share Posted January 31, 2009 Samak, Having recently having done the very same thing these are the current requirements that come to mind. 1. Name Reservation of name is the first item to attend to in company formation and can be done online. The name of a company must not be identical to or so nearly resemble the name of any existing registered partnership or company. It is recommended to reserve three names ranked by priority to maximize chances of success. Since its a local representative office permission is required to use corporate name in Thailand 2. Registered Address A company must maintain an office in premises which it physically owns or rents or has consent from the landlord to use. 3. Promotoers (Shareholders) Minimum of Three promoters are required. To speed up the registration process I was advised to have my wife as Director and two other Thais as Promoters, once company was established I was added as shareholder and took over directorship. 4. Registered Capital Minimum requirement is 100,000 THB or enough for the company to do its business. If you want a work permit then you need 2,000,000 THB paid up capital. By law capital may be paid up otherwise than in money. Technically it is complicated to do so. So you will have to declare the capital paid up in cash for 2,000,000 THB (technically illegal) and then you will have one year to clear it into the company account. 5. Objectives Thai company comes with standard objectives that cover all activities. Then when you register the company to VAT you specify the actual business of the company 6. Shareholding Structure / Articles of Association (By-Laws) Thai company comes with standard Articles of Association 7. VAT Registration Gross income of over 1,800,000 THB year requires registration but if you want a work permit you must register to VAT from the start These are the points that I remember as being pertinent, for the Work Permit I declared paid up capital of 2,000,000 even though it was not in Thai bank. If at the end ot 12 months trading there is not 2,000,000 then I either need to look at other assets (home, car etc) or transfer monies in from overseas to make up the balance in order to support application for second years work permit. I hope this helps. Link to comment Share on other sites More sharing options...
samak Posted January 31, 2009 Author Report Share Posted January 31, 2009 thanks Mekong isn't that for a normal thai company? or is this really for a rep/liaison office of a foreign company (no thai shareholder)? Link to comment Share on other sites More sharing options...
Mekong Posted January 31, 2009 Report Share Posted January 31, 2009 Samak, If 100% foreign owned (no Thai Shareholders) then the minimum Paid Up Capital is either 2 Million or 3 Million Baht dependent on type of business (not sure of the breakdown / differance in business types) In this case the Paid up Capital will have to be shown upon company registration. My business model is slightly different, I operate as Thailand representative for a consortium with representative offices in a few countries on a sort of franchise arrangment. 10% of all income goes to consortium HQ, 10% on which representative sources the work, 10% to Local (Thailand in my case) company as operational costs and the balance as consultants fees. We dont have any goods / hardware, purely consultnacy services. Link to comment Share on other sites More sharing options...
samak Posted January 31, 2009 Author Report Share Posted January 31, 2009 actually in other countries, rep/liaison offices are not companies with shareholders; a foreign company office opens a rep office which belongs 100% to the foreign company; usually not even a need for any registered capital, just cover the operational expenses; this office is however not allowed to sell any goods or services. does this not exist in Thailand? Link to comment Share on other sites More sharing options...
limbo Posted January 31, 2009 Report Share Posted January 31, 2009 Mekong, to point # 7, I own a company that grosses less income than 1.8 million THB and I didn't need to register a VAT company in order to get my work permit. Not sure if this is relevant for OP Samak. Link to comment Share on other sites More sharing options...
Mekong Posted January 31, 2009 Report Share Posted January 31, 2009 Limbo, I am quoting from what was required in the past month, the old VAT threshold used to be 1.2 Millo THB but has gone up to 1.8 Millo THB, so the VAT registration for new company / work permit may also be a recent requirement. I am assuming that your company and subsequent WP was set up a few years ago and VAT requirements are not retrospective. Samak, I am not sure if what your friend is looking for is available in Thailand since it differs from my set up, I will be seeing my lawyer next week so I will raise the question. Link to comment Share on other sites More sharing options...
WorldFun Posted January 31, 2009 Report Share Posted January 31, 2009 samak, a rep office/company does exist in LOS & have much more lax req. than those of Thai company well described by Mekong. basically it's easy to setup req. co. but then again it doesn't allow to do much here so rarely used I suppose...? Link to comment Share on other sites More sharing options...
samak Posted February 1, 2009 Author Report Share Posted February 1, 2009 thanks worldfun any links; is there a minimum registered capital if any? Link to comment Share on other sites More sharing options...
WorldFun Posted February 1, 2009 Report Share Posted February 1, 2009 well there's guideline here for the 2 biz 'alternatives' although as mentioned they're extremely uncommon as basically they are so limited to be 'useless' I guess e.g. no trade, no services no nothing only 'research' other formal stuff so yeah probably no need for paidup capital, tax etc - http://www.dbd.go.th/mainsite/index.php?id=1569&L=1 Link to comment Share on other sites More sharing options...
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