Local Company Formation

Get Into Asia will help you set up your company, making sure it conforms to the Thailand laws and will allow you to do business the way you want to. We work with one of the top law firms in Bangkok. You need never have to worry.

Contrary to popular belief, the rules for the formation of a company in Thailand have not changed despite the recent decree by the Department of Interior issued on May 25th 2006.

To qualify as a Thai company, share ownership of the company still has to be at least 51% owned by Thai investors or come within certain exceptions under the Foreign Business Law or an applicable Treaty. There is no minimum number of directors required. One is enough in many cases but for practicality there should be more than one director. Thai Capital requirements have not changed with the new interpretation of the present law.

Thai law allows a two tier voting scenario that gives shares in the company different voting rights which, in turn, gives the minority shareholders the majority voting rights in the company. In essence, this can mean that the majority of the shareholders who may be more passive investors into the company might receive more limited voting rights than certain minority shareholders, who are more active investors into the company. It is not unknown for there to arise certain situations when overseas investors wish to retain the majority of influence, control and decision-making over their investment. Even if their investment is the minority (which under Thai law it generally has to be) the foreigners might be bringing expertise that should be properly reflected in the decision making processes of the company, venture or joint venture.

Americans, through treaty, can own up to 100% of the stock of a company formed here but the treaty rights may not be available for future companies and in any event the American treaty does cover rights to own land.

Some foreign ownership is allowed to all companies but if there is any foreign ownership there may be difficulties in transferring land as the Land Department may scrutinize all the Thai shareholders to see if they are real investors, not nominees as detailed below.

On May 25, 2006 the Ministry of Interior issued a mandate to all Land Offices in Thailand. This now requires each Land Office, when presented with a company with ANY FOREIGN OWNERSHIP wanting to transfer land or property into its name, to oblige Thai shareholders to prove income, employment, bank statements and their ability to purchase the said property. Each Thai "shareholder" might be required to appear in person and produce supporting documentation.

The purpose of this decree is to eliminate the blatant use of Thai nominee stockholders as it is a violation of the Civil and Commercial Code which prohibits the use of nominee shareholders, an issue that has attracted high levels of interest this year already. It has become apparent to the government that blatant disregard of this rule has occurred and this is a slight "slap on the wrist" to make sure that greater compliance is achieved.

In actuality, no laws have been changed just the enforcement of established law has been applied. What it does do is nullify rather dubious attempts to circumvent current legislation which normally escalates into quite an expense for unknowing foreigners.

Tax Exempted Company Formation

Get Into Asia has strong connections with offshore company registrars and banks to minimize your tax liability. Let us help you find the best solution for your business requirements.

Each offshore registrar has different requirements. We will work with you to help you choose the best option for your needs.

Fees start from as little as $USD500 up, depending on the tax exempt country you choose.

Company Bank Accounts

Get Into Asia has strong connections with local and offshore banks. If you need to minimize your tax liability we can help you find the best offshore bank for your business requirements.

Once you open a local company we will help you open the company bank account, as well as any private accounts you may need. There is no additional fee for this service as it is included in our monthly consulting fees.

We can open offshore bank accounts for your company in most offshore jurisdictions in the world. Fees for the account opening procedures, and the costs of preparing any additional notarized documentation which a particular bank may require, will depend on the bank you choose.

U.S. - Thailand Amity Treaty

Get Into Asia is well versed in the 1966 Treaty of Amity and Economic Relations ("Treaty") between the U.S. and Thailand giving special business privileges to US citizens and companies.

LEGALLY, HOW CAN YOU OWN A BUSINESS IN THAILAND?

If you are a U.S. Citizen, you can often own up to 100% of a business in Thailand under the "national treatment" provisions of the 1966 Treaty of Amity and Economic Relations ("Treaty") between the U.S. and Thailand.

WHAT IS THE TREATY AND WHOM DOES IT BENEFIT?

The Treaty allows U.S citizens and American majority owned and managed business. That is, Americans may generally engage in business in Thailand on the same basis as Thais, and are exempted from most of the restrictions on foreign investment imposed by the Foreign Business Act of 1999. In return, Thais are extended the right to invest in the U.S. and Thai business persons and their families are eligible to receive visas to live and work in the U.S. as "treaty traders" and "treaty investors".

Under the Treaty, there are six broad exceptions. If a U.S. investor is to engage in any of the following activities, the "national treatment" principle does not apply, and the investment is subject to the rules stated in the Foreign Business Act: engaging in domestic trade in indigenous agricultural products, and exploiting land or other natural resources (includes owning land, unless specifically allowed by Thai law, such as by Board of Investment promoted businesses).

On August 20,2009 all U.S.-owned companies operating in Thailand under the Treaty are required to comply with the same minimum registered capital rules as other half or more foreign-owned companies, which generally means a minimum capital of Baht three million.

U.S./Thailand Amity Treaty Awareness:

- Because of Thailand's obligations to the World Trade Organization, the Treaty's "national treatment" benefit may be stopped by the Thai government. The benefit is currently being reviewed by Thailand every 90 days and the next date review date is December 5, 2006. ( This has now been extended indefinitely)

- Some feel Thailand's ending of the "national treatment" benefit, when and if it occurs, may even apply to U.S. majority owned business previously registered under the Treaty. However, since over U.S.$20 billion is invested in Thailand under the Treaty, this option may not be chosen and so Treaty registered American business could then be grandfathered.

- When an American investor gets Thai government "national treatment" entitlement recognition under the Treaty it receives a Business Certificate confirming the right to conduct business. This Certificate is much easier to obtain than a Foreign Business License.

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