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• Foreigners can form companies in Thailand but should seek legal advice.
• You must have 3 shareholders to form a Thai company. You must also maintain 3 shareholders at all times
• A company must be registered with a valid corporate address. In most cases it is not possible to register in a condominium or home; it must be a commercial address.
• If your company will require work permits, you must have registered the company in an actual office / commercial facility with a designated working area.

• Shares can be owned 100% by foreigners who can be individuals or entities, unless the intended business objectives are reserved for Thai nationals under the Foreign Business Act, which requires the company to apply for an Alien Business License prior to commencement of the business. If a company has one Thai shareholder holding 51% of the shares then this is not a foreign company under Thai law and does not fall under the Foreign Business Act. A number of foreign investors are able to find local partners to invest in the business while still others need help in locating a Thai partner.

• Nominee shareholders are Thai nationals who agree to hold shares on behalf of the true owner(s) of the shares and are shareholders in name only. Under this arrangement, typically they are given shares of a business so that they own 51% or more of that business, but the true foreign owner retains all voting rights, rights to receive dividends of the shares. The Foreign Business Act prohibits Thai nationals from acting as "nominee" shareholders with the penalties ranging from fines of 100,000 baht to one million baht and terms of imprisonment of up to three years or both.

• All Thai limited companies will be investigated if the foreigner invests from 40% or higher but is not a foreign company or a business that has the foreigner as the authorized director who can act on behalf of the company, if the investment was made in the form of money, the Thai shareholders shall submit the proof showing the source of the invested money from the Thai shareholder. The proof may be a copy of a bank account book or copy of a bank statement of the latest 6 months, a document issued by the bank certifying the financial status of each Thai shareholder, or other proof showing the source of the investment. This proof is needed to be submitted together with the application form of the business registration. The evidence shall contain the details that are harmonious with the investment. If the proof is not satisfied to the Registrar, the Registrar shall deny registering the business.

• Depending on your Thai shareholder, some shareholders will allow the foreigners to maintain complete control over their company by using a preferred share structure. The implementation of this structure changes the voting rights of the majority Thai shareholding to 10 shares = 1 vote. The foreign owned shares would remain 1 share = 1 vote thereby giving the foreigner a voting supermajority, and full control over all aspects of the company and investment. Under Thai law only if 50% or more of its shares are held by non-Thai's (individuals or business entities) is the company considered foreign not if is controlled by a foreigner.

• Each shareholder may pay for the shares by using either cash or non-cash assets such as equipment, inventory or other property. Each shareholder is required to pay into the company a minimum of 25% of their shares par value. Even if a shareholder pays the minimum 25% of the shares par value upon registration, the shareholder's potential liability associated with the company's activities is 100% of the shares' par value.


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