Juslaws & Consults News Events Referrals and Legal Articles

Juslaws & Consults News, Events, Referrals & Legal Articles


Juslaws & Consult offers up this collection of news, events, legal articles, and client referrals to the visitors of our website for their reading pleasure or to keep them in the loop on the goings on in Thailand and with our law firm. Enjoy!

Smart Visa Making Long Stay In Thailand Easier

09 Mar Smart Visa Making Long Stay In Thailand Easier

For the purpose of further promoting the Eastern Economic Corridor and a value-based, innovative, and technology-driven economy under the Thailand 4.0 policy, the Board of Investment (BOI) has launched the SMART Visa program as of February 1, 2018. The program is designed to attract more science and technology experts, senior executives, investors and startup entrepreneurs to work or invest in Thailand in relation to the targeted industries. This article is to make a summary of the program and provide our preliminary observation

 

Targeted Industries

The SMART Visa is designed for the targeted industries as announced by BOI under the Thailand 4.0 policy, namely:

  • Next-Generation Automotive
  • Smart Electronics
  • Affluent, Medical and Wellness Tourism
  • Agriculture and Biotechnology
  • Food for the Future
  • Automation and Robotics
  • Aviation and Logistics
  • Biofuels and Biochemicals
  • Digital
  • Medical Hub

 

Eligible People

There are 5 types of SMART Visa, applicable to different categories of persons respectively:

  • SMART “T”: Highly skilled technical professionals
  • SMART “I”: Investors
  • SMART “E”: Senior executives
  • SMART “S”: Foreign startup entrepreneurs
  • SMART “O”: Spouse and children of holders of the other types of SMART Visa

 

Privileges

A SMART Visa offers the following privileges (compared with the non-immigrant visa) to the holder:

  • Longer term of stay: maximum 4 years for types T, I and E, and renewable for unlimited times, but not exceeding the remaining employment/service contract term; for type S, 1 year for the first term, and renewable for maximum 2 years for unlimited times
  • No work permit is required
  • Frequency for reporting to the Immigration Bureau is extended from every 90 days to every 1 year
  • No re-entry permit is required
  • Spouses and children are allowed to stay and work in Thailand without the work permit

 

Qualifications

SMART T

  1. Science and technology experts
  2. Salary ≥ 200,000 baht/month
  3. Employment contract or service contract in Thailand with remaining validity term ≥ 1 year
  4. Employing companies being in the targeted industries

SMART E

  1. High-level executives such as Chairman or Managing Director
  2. Holder of Bachelor’s degrees or higher with work experience ≥ 10 years
  3. Salary ≥ 200,000 baht/month
  4. Employment contract or service contract in Thailand with remaining validity term ≥ 1 year
  5. Working for companies using technology in manufacturing or delivering services and being in the targeted industries

SMART I

  1. Minimum direct investment of 20 million baht
  2. Investing in companies using technology in manufacturing or delivering services and being in the targeted industries

SMART S

  1.  Fixed deposit of ≥ 600,000 baht with the remaining maturity term ≥ 1 year
  2. Health insurance
  3. Participating in an endorsed incubation, accelerator program or a similar program/or obtaining joint venture with or being endorsed by a relevant Thai government agency
  4. Must set up a company in the targeted industries in Thailand within 1 year with at least 25% ownership or being a board member


Application Procedures

The procedures will take four steps:

  1. The applicant may submit application documents to the One Stop Service Center for Visa and Work Permit (OSS) in Bangkok or the local Royal Thai Embassy/Consulate General
  2. OSS coordinates with other competent Thai government agencies to verify the qualifications; 
  3. Once verification is passed, BOI will issue an endorsement letter;
  4. The applicant can use the endorsement letter to apply for the SMART Visa from OSS or the local Royal Thai Embassy/Consulate General. 

The entire process for the qualification endorsement will take 30 working days from OSS’s receipt of complete documents. 

The applicant may convert a non-immigrant visa to a SMART Visa or renew a SMART Visa at OSS.  The conversion and renewal will follow the same requirements and procedures as those for the first-time application. 

 

Deficiencies

The SMART Visa program is newly introduced to the market and there remain some deficiencies.  First, some qualifications are not clearly defined (e.g. who are “experts” and who are “high-level executives”), leaving broad discretion to the officials, which will cause uncertainty to the applicants when planning their stay in Thailand.  Second, some conditions are too burdensome. For example, the requirement for fixed saving of 600,000 baht for at least 1 year may be unrealistic for startup entrepreneurs who are often short of cash.  Third, the relatively long list of documents for the applications and the lengthy timeframe for processing make deter attempts for application. 

 

Conclusion

The SMART Visa offers a new option for high-quality foreigners to stay and work in Thailand more stably.  Having said that, there is still room for improvement.  In response to our consultation, OSS officials admitted that since the launch of the program in February 2018, no any application has been submitted yet, and that they are considering modifications in order to incentivize applications.  Juslaws will keep close follow-up on the modifications if any and post updates accordingly.

Procedure for Thai company registration

07 Mar Procedure for Thai company registration

The Company Limited’s registration is divided into 2 steps:

1). Registering the Memorandum of Association

Company promoters are responsible for registering the company with the Ministry of Commerce (MOC). The promoters must be individuals (not juristic persons). They must be available to sign documentation during the registration process. There must be a minimum of 3 promoters for a private limited company and at least 15 promoters for a public limited company.

The promoters of a private limited company must be 12 years of age or older for a public limited company, the promoters must be 20 years of age or older.

Each promoter of a private limited company is required to be among the company’s initial shareholders immediately after the company’s registration and is required to hold a minimum of one share upon the company’s registration. They are generally free to transfer those shares to existing shareholders or third parties, thereafter, if they wish. It is not required for the individuals serving as promoters to reside in Thailand.

The promoters of a public limited company must also be among the company’s initial shareholders immediately after the company’s registration. All promoters must subscribe for shares, which must be paid up in an aggregate amount equal to not less than five percent of the registered capital. Said shares may not be transferred before the expiration of 2 years from the date of the company’s registration, unless specifically approved at a meeting of shareholders. Nevertheless, it is required that one-half of the individuals serving as promoters have their domicile in the Kingdom of Thailand.

Promoters’ potential legal liability is generally limited to the par value of the shares they will hold after registration is completed. The promoters are also responsible for paying expenses associated with the company’s registration. After registration, however, the company may choose to reimburse the promoters for those expenses.

 

2). Registering the establishment of the Company Limited

Private Limited Company

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

All registered shares have been subscribed for 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. The promoters have handed over the business to the directors and the payment of at least 25% of the total shares has been paid by the shareholders. The company can apply for and obtain the company’s tax ID card and register the Employer account under the Social Security Act with the MOC on the same day as the registration of the Company. However, if the company does not wish to apply for the company’s tax ID card or register the Employer account under the Social Security Act with the MOC on the same day as the registration of the Company, it can apply for the company’s tax ID card and register the Employer account with the Revenue Department and the Social Security Office respectively later.

 

Public Limited Company

A Public Company Limited is required to register its Memorandum of Association with the MOC first, and, thus the company’s registration cannot be done on the same day, as is the case for a private limited company. After the Memorandum of Association has been registered, the promoters must offer shares for sale to the public or to any person in accordance with the law on securities and stock exchange.

The promoters must submit to the Registrar a copy of the documents relating to the offer of shares for sale to the public, which shall be prepared and submitted to authorities under the law on securities and stock exchange, within 15 days of the date of submission to such authorities, in accordance with the rules, procedures and conditions prescribed by the Registrar.

The promoters shall convene the statutory meeting when the number of subscribed shares reaches the number specified in the prospectus or a public meeting, which must be not less than fifty percent of the number of shares specified in the Memorandum of Association, within 2 months of the date on which the number of subscribed shares reached the specified number but not later than 6 months from the date on which the Memorandum of Association was registered.

In the event it is impossible to call the statutory meeting within the specified time, if the promoters of the company wish to proceed further, they must apply for an extension of the period by providing the reason for the delay to the Registrar not less than 7 days in advance of the expiry date of such period. If the Registrar deems it expedient, an extension of between one and three months from the date ending such period may be granted.

If the statutory meeting could not be concluded within the period, the Memorandum of Association shall become invalid upon the lapse of such period and, within 14 days from the date on which the Memorandum of Association become invalid, the promoters shall return the payment for share subscription to the share subscribers.

After having received the payment on shares up to the number of all subscribed shares, the Board of Directors must apply to register the company within 3 months of the date of conclusion of the statutory meeting. The application must provide the following particulars:

  1. The paid-up capital, the total amount of which must be specified
  2. The total number of shares sold
  3. The names, dates of birth, nationalities, and addresses of the directors
  4. The names and number of directors authorized to affix signatures on behalf of the company and any power limitations on directors that have been specified in the Articles of Association
  5. The location of the head office and branch offices (if any).

The company cannot apply for and obtain the company’s tax ID card and register the Employer account under the Social Security Act with the MOC like a private limited company. Consequently, the company must apply for the company’s tax ID card with the Revenue Department and register the Employer account with the Social Security Office directly.

If the registered company falls under the definition of “foreign” (as defined in the Foreign Business Act (FBA)), after registration of the company, it will normally be required to obtain Cabinet approval, a Foreign Business License, or a Foreign Business Certificate, as the case may be, prior to commencing operations.

For a private limited company, all documents associated with the company’s registration must be submitted to the Registrar of the Department of Business Development of the MOC or, if the company’s location is to be situated outside of Bangkok, it must be submitted to the Office of Provincial Business Development in the province in which the company’s business will be situated. For a public limited company, all documents associated with the company’s registration must be submitted to the Registrar of the Department of Business Development of the MOC at the Central Registration office, Bangkok only, regardless of company’s location.

All documents associated with the registration of the company’s tax ID card (in cases where the company does not apply for the company’s tax ID card with the MOC when registering the Company) and VAT certificate must be submitted to the Filing Office of the Revenue Department in Bangkok or, if the company’s location is to be situated outside of Bangkok, to the Provincial Revenue Office where the company’s location will be situated. However, the Company either locates in Bangkok or outside of Bangkok can also apply for the company’s tax ID card and VAT certificate through the website of the Revenue Department.

All documents associated with the registration of the Employer account under the Social Security Act (in cases where the company does not apply for the Employer account under the Social Security Act when registering the Company) must be submitted to the Filing Office of the Social Security Office in Bangkok or, if the company’s office is to be located outside of Bangkok, to the Provincial Social Security Office in the province in which the company’s business will be situated.

Foreign Investment In Thailand

07 Mar Foreign Investment In Thailand

Significant Consideration For Foreign Investment In Thailand 
Thailand remains an attractive destination for foreign investors wanting to open a new business or a branch office, in seeking out new markets.  Foreigners firms or individuals wishing to wholly own their business need to be aware of Thailand’s laws and regulations regarding foreign investment and the list of activities that are reserved only for Thai citizens.
According to Thailand’s Foreign Business Act B.E. 2542 (FBA), the businesses operations reserved for Thais are divided and listed under 3 categories as follows:

List 1: Foreign Investment In Thailand – Business Activities Not Permitted to Foreigners

(A) Newspaper publishing, radio or television broadcasting stations.

(B) Rice farming, plantation or crop growing.

(C) Livestock farming.

(D) Forestry and timber processing from a natural forest.

(E) Fishery, only in respect of the catchment of aquatic animals in Thai waters and specific economic zones of Thailand.

(F) Extraction of Thai medicinal herbs.

(G) Trading and auction sale of antique objects of Thailand or objects of historical value of the country.

(H) Making or casting Buddha images and monk alms bowls.

(I) Land trading.

List 2: Foreign Investment In Thailand – Business Permitted to Foreigners under Conditions**
Any business related to National Safety or Security; affecting Arts and Culture, Traditions, Folk Handicraft; or Natural Resources and the Environment, as follows:

Group 1 – Business related to National Safety or Security:  Production, Selling and Maintenance of firearms, ammunition, gun powder, explosives, and Domestic Transportation byland, water or air.

Group 2 – Business affecting Arts and Culture, Traditions, Folk Handicraft:  Trading Thai art, art objects, handicrafts or production of carved wood, etc.

Group 3: Business affecting Natural Resources and the Environment:  Manufacturing sugar from sugar cane, salt farming or rock salt mining, etc.

List 3: Foreign Investment In Thailand – Other Business Permitted to Foreigners under Conditions**
These activities are classified as businesses in which Thai nationals may not yet be ready to compete alongside foreigners, like rice milling and flour production from rice, farm produce, fisheries, specifically marine animal culture and forestry from a grown (i.e. not natural) forest, accounting, legal, engineering, and architectural services, etc.
Note that Foreigners are strictly prohibited from engaging in business activities on List 1 of the FBA, while foreigners wishing to engage in activities on List 2 and List 3 of the FBA must obtain a Foreign Business License (FBL), which requires approval by the Ministry of Commerce or the Foreign Business Committee respectively.

** Lists 2 & 3 as shown are only partial representations.  Please contact your legal representative for a comprehensive list of prohibited and permissible business activities under the Foreign Business Act.

Marriage in Thailand

07 Mar Marriage in Thailand

Marriage in Thailand
Thailand – a place where surreal views and pristine waters surround the country. A place full of different cultures and ethnicities. it’s no wonder that many wish to get married here. Although the process may not be that difficult in order to register your marriage, there are a few things to consider before proceeding. You must first determine whether you are eligible for such a marriage and if so, there are certain requirements that must be adhered to as well as the proper process in order to successfully register your marriage. Once registration has been complete, there are also other matters to take into consideration after marriage such as separate or matrimonial property and how each is to be dealt with and owned, consideration of prenuptials and marriage visas. Hence, it is imperative to have at least basic knowledge on the processes involved in getting married in Thailand, and to consider that it is not as easy as it sounds. Although the process may not be complicated, it is always essential that when doing things outside your home country, that you know exactly what is entailed.

Eligibility for Marriage Requirements:

  • Must not be below the age of 17.
  • Either party must not be insane, mentally unstable or incompetent.
  • Must be of blood relationship, ie, brothers, sisters, cousins, fathers, mothers, etc.
  • Either party must not have the same legal guardians, ie- parents who have adopted them.
  • Either party should not have a spouse at the time of marriage. If woman whose husband has died or whose marriage has become terminated, the marriage can only take place after expiry of 310 days from   such death or termination of marriage,but before such period if:
  1. A child has been born during such period;
  2. The divorced couple remarries;
  3. There is a certificate issued by a qualified doctor who is a lawful physical practitioner in medicine showing that the woman is not pregnant
  4. There is an order of the Court allowing the woman to marry

There are various kinds of marriage ceremonies in Thailand whether this be a traditional Christian wedding with a black suit white dress, a traditional Buddhist ceremony or even an underwater marriage. However, all this does not effectively provide you a legal marriage certificate. To obtain this, you must register your marriage at the local district office depending upon your circumstances and of course where the Thai woman’s house registration outlines. It is essential to note that same sex marriages are although not prohibited with relation to ceremonies, however, they are not recognized in Thailand and cannot be registered.

For a foreigner to be able to successfully register their marriage, they must present an affirmation of freedom to marry, or a single status certificate which has been translated into Thai and approved by the Ministry of Foreign Affairs, and also their passports with their visa stamp pages. The documents may vary depending upon the local registrar and circumstances of each individual and their nationality. If married to a Thai national, you may obtain a marriage visa for your stay in Thailand. You may also consider the fact of prenuptials as well.

It is imperative to ensure that you check with a professional before proceeding in order to save time and costs. Contact us today at Juslaws & Consult for a free basic consultation on getting married in Thailand!

Property Purchase in Thailand

07 Mar Property Purchase in Thailand

Many are keen of acquiring property in Thailand. Leasing and purchasing land, house, villa and condominium unit are mostly observed.

As a buyer, it is essential to know the legalities involved in acquiring property. As a foreigner, before purchasing a property anywhere in Thailand, it is recommended that you discuss your options and the process with the experts (e.g. Civil and Commercial Lawyers)

Foreigners may own condominium unit(s) freehold and outright 100% therefore making this option the least complicated and the best option for a foreigner wishing to purchase property in Thailand. Since1991, Thailand Condominium Act (No. 2) have enabled foreigners eligible to buy condominium unit(s) with freehold title and contained their name in the title deed, Condominiums in Thailand are constantly on the rise, leaving no land to spare. Condominium unit(s) may be brought off-plan or one that has already been built. This purchase may also take place between natural persons or directly brought from the developer. Condominiums in Thailand have a foreign quota of 49% purchasers, which means that only 49% of the total space/units of a condominium can be owned by foreigners on a freehold title. The other 51% is referred to Thai Nationals. Before purchasing a condominium unit in Thailand, it is advised to ensure that the foreign quota has not exceeded.

Foreigners may also choose to lease out a premise for the maximum period permissible by law of 30 years. Generally, there is an extension of the lease permissible for a period of up to 90 years, however, the land departments are usually reluctant to register such a lease, and this is also upon the discretion of the land and house owner. The lease options give a legal right to reside and possess the house with an option to sub-lease however with the permission of the land owner. Leases are not transferable however they are inheritable if it is agreed between the parties and is stipulated in the contract.

Basic guidelines:

  1. Due diligence over the house and land you will acquire to insure it is free from encumbrance
  2. Revision of clauses in the contracts covering your rights and best interest
  3. Registration of conveyance to ensure that legal acquisition of property is fulfilled

Whether purchasing a condominium, villa or a house, it is suggested that prior to making such a purchase, once you have found something of interest, to contact a lawyer or solicitor before proceeding.

At Jus Laws & Consult we offer specialized services with our knowledgeable lawyers on local and International law to assist with foreign acquisition of property. Contact us today at
our office either in Bangkok or in Phuket for a free basic consultation!

Thailand visa

07 Mar Thailand visa

As there are a growing number of expats in Thailand, it is important to remember how it is that you can actually reside in Thailand legally. There a few permanent visas’ that are
available to those who wish to remain in Thailand for a long period of time.

There are generally three categories of visa’s in which foreigners can be on in order to reside in Thailand for up to a year with extensions that may be granted:

1. Marriage Visa: a marriage visa is a type of visa that can be obtained when an individual is married to a Thai national. The requirements and characteristics of a the
visa are as follows:

  1. Must have been married to a Thai national and registered your marriage here in Thailand.
  2. You may first enter on non-immigrant b visa or another 1 year visa, and can have the visa converted.
  3. Initial 90 day period granted but can be extended
  4. 90 day reporting to the Immigration Department to ensure you are within the country.
  5. Permitted to work in Thailand
  6. Permitted to open a savings account in Thailand.

2. Non-Immigrant B Visa: a type of visa that is applicable if you wish to work for a company in Thailand, or you are applying for your own company in Thailand. The requirements and characteristics of the visa are as follows:

  1. Must be able to provide relevant company documents from the employer or your own company including but not limited to:
    1. Company Affidavit
    2. List of Shareholders
    3. Company Objectives
    4. Memorandum of Association
    5. Articles of Association
  2. Must have an employment offer letter
  3. If applying for your own company- must be able to show your position in the company.
  4. Visa validity of 3 months up to one year however can be extended
  5. Permitted to work in Thailand
  6. Permitted to open a saving account in Thailand

3. Retirement Visa:

  1. type of visa which can be used to retire in Thailand a. Must be at least the age of 50 years old
  2. Must have at least 65,000 baht on a monthly basis from a pension with a proven pension statement OR
  3. Must have at least 800,000 baht in an account untouched for at least three months.
  4. If applying outside the country- must provide a police clearance and a health certificate.
  5. Permitted to open a savings account
  6. Not permitted to work in Thailand

As you can see from the above long term visas there are quite a few. Aside from those mentioned above, there is are visas that allow you to stay for a short visit. If you wish to find out more about various types of visas in order to visit or stay in Thailand, contact us today at our Bangkok office or at our Phuket office for a free basic consultation!

Property Purchase Pitfalls

07 Mar Property Purchase Pitfalls

Purchasing Property In Thailand
It is recommended that you discuss your options and the process of purchasing in Thailand as a foreigner as it is essential to know the legalities involved in such an acquisition of property by foreigners before making any decisions on your purchase whether this is a condominium, land, house or a villa anywhere in Thailand.  Foreigners may own condominiums freehold and outright 100% therefore making this option the least complicated and the best option for a foreigner wishing to purchase property in Thailand.  Thailand condominiums always have a foreign quota of 49% which means that only 49% of the total space of a condominium can be owned by foreigners on a freehold title. The other 51% refer to Thai Nationals. Before purchasing a condominium in Thailand, it is advised to ensure that the foreign quota has not exceeded.

Title Deed Search
A title deed to outline the property in which is purchased is usually not provided up front. For this reason, it is suggested that before making any such deposits or purchases, a title deed copy is obtained from the seller in which the original is contained at the relevant land department and a title deed search should be performed so as to avoid any negligent misrepresentations in the future with regards to the property that you wish to purchase.  This will determine the true legal owner of the land and determine as well whether there are any registered encumbrances on the actual property such as a mortgage or a lease.   This investigation will also investigate whether there you are permitted to build upon the land by determining what kind of title deed the property possesses. It can also be determined with a detailed due diligence the environmental zoning areas, residential and planning codes.

Reserving Your Property
Once a title search has been performed and you are happy to proceed with your purchase, it is usually requested by the developer or the seller that you make a first initial deposit or a reservation fee in order to reserve the property to provide for consideration.   The seller will then reserve the property for you until the actual due date for the sales contract for the remaining payment. Note that the remaining payment should not be made until the actual transfer at the land department. Please bear in mind that if you decide to not go through with the contract, that in usual cases the reservation deposit will be forfeited. It must also be noted however, that sometimes a reservation fee is requested prior to such obtainment of title deed.

Sales and Purchase Agreement
When you have provided the reservation deposits, the contracts should be provided to you by the developer or the Seller. Usually if this is a developer, they will have a copy in English and in Thai. Regardless, once you have received a copy of the contract, it is recommended that before signing such a contract, that you review this with a Lawyer or Solicitor. A review of the Sales and purchase agreement will involve identifying your rights as a buyer in order to protect your interest in the event that the Seller defaults in the completion of a property development, or in the event that there was a breach of contract. This will also determine the various taxes payable and the whether the payment method is appropriate.

Pitfalls in Purchasing Property in Thailand: Unfinished Projects-
this occurs in the event that there are condominiums, villas, houses, townhouses and any kind of residual or even business real estate are meant to be completed within a stipulated time as specified in a contract. If this occurs buyers will have recourse by Civil law as breach of contract and be able to demand that the project be finished within due course and/or the monies paid by the individual buyers be returned with full interest within a specified time period. To avoid this kind of situation, it is important to check the development company background of the project in order to determine whether the company has a good reputation and their prior projects timeline and execution.

Ownership Disputes-
this arises as a result of property disputes of ownership as there may be forgery of documentation when purchasing property or in a nominal structure. Although this is not a common occurrence, there are times when title deeds have been forged or signatures have been forged in order to sell a property and retrieve money that is not rightfully theirs to begin with. The buyers are then at a loss with not only a loss of money but nothing to gain from anything being paid. With this, sufficient evidence would be transfer slips, prior written and/or signed agreements, and identification and/or names of the fraudulent party or parties. It is always important to remember that no matter in what situation to always have track record of payments being made although the development or company may seem legitimate and well known.

Encroachment-
this occurs when an owner of one property has built over their boundaries and have encroached onto another’s land. This is also a common occurrence however mostly out in rural areas in Thailand as most of the area is agricultural land. There are times when houses are built upon these agricultural lands without the knowing of the exact boundaries, hence having to encroach upon another’s land or property. This also includes disputes that arise in the event of a high rise building blocking the view of another high rise building. This usually occurs in areas of beachfront property. There is no such avoiding of such acts, however, there is always recourse to such acts upon your property

Easements-
easements are described as a right of way such as a passage or a pavement in which may be the property of another however, is needed to be utilized in order to get to another property as a right of way. In this event, there are some occasions where some parties act upon an action of trespass, whereas it may not be as it is essential to pass through their property to get to another. There is not such avoiding of an easement upon your land or upon another’s, however, there is always a recourse in which a Court of law will have to interfere in this instance in order to grant a right of easement. Whether purchasing a condominium, villa or a house, it is suggested that prior to making such a purchase, once you have found something of interest, to contact a lawyer or solicitor before proceeding. At Jus Laws & Consult we offer specialized services with our knowledgeable lawyers on local and International law to assist with foreign acquisition of property. Contact us today at our office either in Bangkok or in Phuket for free basic consultation!

Company Formation

07 Mar Company Formation

Company Formation in Thailand
Are you looking to invest but do not know where to begin? There are different kinds of business setups tailored to your needs, such us:

1. Thai Limited Company
2. Foreign Business
a. Foreign Business License
b. Branch Office
c. Representative Office
d. Regional Office

1. Thai Limited Company
Thai limited companies are generally simple in terms of setup. The characteristics and requirements include:

a. Shareholding: A minimum of 51% Thai and 49% foreign. However, if land is to be acquired within the Thai Limited Company, it may have to be proven that all shareholders have contributed to such shareholding in the company at the relevant land department. For this reason, it is suggested that the majority of Thai shareholding be increased and may be changed at a later stage.
b. Capital: No minimum requirement
c. Shareholders: a minimum requirement of three (3) shareholders must be in place.

2. Foreign Business
A foreign business is usually setup by an individual or a group who chooses to setup their company with majority foreign shareholders instead of Thai. The setting up is a little more complex as there are certain activities that are prohibited by law. Business activities are compiled into three: 1) prohibited activities, 2) activities that are not ready to be competed with Thai economy, and 3) business activities that are not contained in list 1 and list 2, however, can be applied for.

Foreign Business License
The application process for a foreign business license usually takes 60 days upon submission for a decision. The advantage is that, if the application is denied, the application can be revised and resubmitted. The minimum capital for a foreign business license is Three Million Baht. However, this does not have to be repatriated into the country all at once.

Branch Office
A branch office is setup as a branch of a main head office overseas. The branch office is permitted to trade that derives income. If you wish to setup a branch office, you must apply for Foreign Business License under category which best fits your business activities. List Two and List Three activities which are listed in the Foreign Business Act, as List One is strictly prohibited for foreigners to engage in such business in Thailand. The minimum capital for a branch office is also Three Million Baht. Taxes and balance sheets must also be submitted every fiscal year.

Representative Office
A representative office differs from the branch office. Representative office is not permitted to buy or sell products or services although the remaining characteristics of the branch office still apply. This kind of office is usually setup for research of various products and services or the market of a particular industry to be reported to the head office located overseas.

Regional Office
A regional office is usually setup for purposes of managing any other branch or representative office that is located overseas in a particular areas or region. The same characteristics such as those of a representative or a branch office still apply however, a similarity to the representative office in that the regional office is not permitted to trade. Given above, it is best to outline your needs to the business activities you wish to engage in and consult a lawyer to see what best fits you. Contact us today for a free basic consultation!

2016 Hotel & Resorts Newsletter

24 Mar 2016 Hotel & Resorts Newsletter (March 2016 Part 6)

Newsletter Juslaws & Consult (J&C) – March 2016 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report

Juslaws & Consult have published recently the “2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report” at the end of this month, a document that will help to understand the main key upcoming acquisitions. We have advised and conducted several due diligences of the most notorious acquisition of hotels and licensing in the history of Thailand

Nowadays tourism makes a larger contribution to Thailand’s economy. Tourism contributes almost 10% of GDP and it is forecast to rise to THB 4,496.7 bn by 2025 (25.8% of GDP). Travel & Tourism attracted a capital investment of THB 235.3bn in 2014, rising 5.4% in 2015, and is expected to rise by 6.0% pa over the next ten years till THB 444.2bn in 2025. According to MasterCard’s 2015 Global Destination Cities Index, Bangkok was the most visited city in Asia. This had a positive effect on hospitality.

4 and 5 star Hotels Return on Investment rose to 8 to 10% in 2015.The forecast of 2016 looks fantastic with an increase of tourism revenue from this year’s originally projection of Bt2.3 trillion to Bt2.4 trillion.

Tourism Authority of Thailand (TAT) expects to increase arrivals of tourists by 4 % but revenues by 8 % during 2016. Tourism will have a positive effect on construction because new development projects will be seen in Bangkok, Chiang Mai and Phuket Island. The real estate market in Thailand will experience stable growth of 3-7 per cent annually over the next 10 years.

Thailand remains an excellent hub for the hospitality industry. The return on investment for hotels in Bangkok increased in 2015. The 4- and 5 stars hotels in Bangkok rose to 8-10% last year from 7-9% in 2014, with three-star Return on Investment rising to 7- 9% from 6-8%. 2015 was an excellent year with international tourist arrivals from January-October 2015 increasing by 24.8% year-on-year to 24.4 million.

Part 1: Petroleum Concessions in Thailand

Part 2: GTCC Membership

Part 3: Boi Seminar

Part 4:Thailand Japan Young Entrepreneurs Networking

Part 5: PPP and Civil Construction Projects in Thailand

Part 6: 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report

PPP and Civil Construction Projects in Thailand (Newletter March 2016 Part 5)

24 Mar PPP and Civil Construction Projects in Thailand (Newletter March 2016 Part 5)

Newsletter Juslaws & Consult (J&C) – March 2016 Part 5: PPP and Civil Construction Projects in Thailand 

5 planned mega infrastructure projects (rail and highways) expected to cost about Bt334 billion might be considered for Public Private Partnerships Fast-Track scheme, one of them is the Bt152-billion Bangkok-Rayong high speed-rail project. The PPP Fast-Track scheme will shorten the consideration of projects from 24 months to 8. The recent amendments on PPP Act says that non infrastructure projects with investment between Bt1 billion and Bt5 billion or infrastructure projects with an investment of less than Bt1 billion will not have to go through the PPP Policy Committee.

Thailand will have a new Bt2.1-trillion 20-year plan to develop the motorway network. The country see these investments to bring a multiplier effect by more than two times worth Bt5.7 trillion for the economy. The plan for 2016-36 will cover 21 routes with a combined length of 6,612 km. The Public Private Partnership (PPP) scheme will be used as the investment model. Juslaws & Consult will be awarded as official PPP consultant of these projects during 2016 and will provide professional legal and business advice in some of the key projects.

On the other hand, one of the largest infrastructure projectsin Asia will begin in 2016: the double-track railway project that will link China and Thailand. The project is part of the Pan-Asia Railway Network’s central route, which will connect the countries of China, Laos, Thailand, Malaysia and Singapore. The Thai Government expects to have the civil construction contracts completely signed during the first quarter of 2016. In addition to this the Transport Ministry announced that 17 infrastructure megaprojects more with a value of 927 billion baht will be tendered in 2016 and 2017.

Part 1: Petroleum Concessions in Thailand

Part 2: GTCC Membership

Part 3: Boi Seminar

Part 4:Thailand Japan Young Entrepreneurs Networking

Part 5: PPP and Civil Construction Projects in Thailand

Part 6: 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report

Thailand Japan Young Entrepreneurs

24 Mar Thailand Japan Young Entrepreneurs (Newsletter March 2016 Part 4)

Newsletter Juslaws & Consult (J&C) – March 2016 Thailand Japan Young Entrepreneurs Networking

On 29th of January one of our Juslaws & Consult Lawyers attended with a Japanese accountant the “ThailandJapan Young Entrepreneurs Networking” hosted by the Board of Trade of Thailand at Sukosol Hotel in Bangkok.

The Seminar was hosted by selected speakers such as Mr. Isara Vongkusolkit, Chairman of The Thai Chamber of Commerce and Board of Trade of Thailand, Dr. Suvit Maesincee, Deputy Minister of Commerce of Thailand and the Chairman of Japan External Trade Organization (JETRO). It was a great occasion to meet personally dozens of Kyoto based companies looking to do business with Thailand. We had the chance to exchange opinions and know more on precision laser welding, elevator and heavy machinery Japanese companies. During 2013, 2014 and 2015 Japan has been the 1 st largest investor in Thailand and during 2015, with 426 Board of Investment BOI applications were approved.

Part 1: Petroleum Concessions in Thailand

Part 2: GTCC Membership

Part 3: Boi Seminar

Part 4:Thailand Japan Young Entrepreneurs Networking

Part 5: PPP and Civil Construction Projects in Thailand

Part 6: 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report

Petroleum Concession in Thailand

24 Mar Petroleum Concession in Thailand (Newsletter March 2016 Part 1)

Newsletter Juslaws & Consult (J&C) – March 2016 Part 1: Petroleum Concessions in Thailand

Thailand is opening its 21th bidding round for oil and gas exploration concessions by the middle of 2016. The current concessions will expire around 2021. The next bidding round has been delayed due to intervention from NGOs, in particular environmental activists.

The oil and gas concessions in Thailand are particularly interesting for petroleum companies asthe Thai government is participating in the profits from oil and gas exploration at a rate of totaling roughly 67% which is less than in the neighboring countries, where the government share on average equals 74%. In the case of Thailand the government share consist of sliding scale royalty based on production, a specified (50 percent) petroleum income tax applied to profits, and a special-benefit windfall profit tax. On the other hand the average discovery size in Thailand is small compared to other countries in Southeast Asia (7 million barrel of oil equivalent). In the new bidding round Thailand will offer 29 petroleum blocks – comprising 23 onshore blocks and six offshore blocks in the Gulf of Thailand – stretching over 66,463 square kilometers. One can expect a discovery of 1 to 5 trillion cubic feet of gas and 20 to 25 million barrels of crude oil.

In Thailand today the oil and gas exploration is dominated by U.S. companies besidesthe Thai PTT. The two big player in the industry in Thailand are at the moment Chevron and PTT. PTT emerged from the former state-owned Petroleum Authority of Thailand, back then under the control of the Ministry of Industry. After privatization PTT became PTT Public Company Limited, a huge holding company with several affiliate companies. Oil refinement is currently conducted by by Bangchak Petroleum Public Co., Ltd., Star Petroleum Refining Co., Ltd., Thai Oil Public Co., Ltd., and PTT Aromatics and Refining Public Co., Ltd. PTT is a significantshareholder in most of Thailand’s oil refining companies.The new biding round was preceded by substantial legislative changes of the regulatory framework governing the oil and gas license system. Environmentalists had urged a conversion from the existing concession system to production sharing contracts. The new legislation instead provides a choice for the petroleum companies between these two systems. If you would like to find out more about the different types of license agreementsforthe oil and gas industry, please contact us.

Part 2: GTCC Membership

Part 3: Boi Seminar

Part 4:Thailand Japan Young Entrepreneurs Networking

Part 5: PPP and Civil Construction Projects in Thailand

Part 6: 2016 Acquisition of Hotels & Resorts in Thailand and Due Diligence Report