Q20; the requirements for incorporation.
Panwa: - Promoter must be at least 3 individual promoters, (the company is not allowed to be one of the promoters but the company can become shareholder in later step).

- Shareholder, must be at least 3 shareholders whereas at least 1 must be Thai and 2 can be foreigners. In case of setting up a private company here in Thailand, a foreigner or foreign company can hold shares for a maximum of 49% and Thai for 51% and also be please be informed that in case the foreign investment lower than 50% or being signatory director, all Thai shareholders must present evidence of source of funds issued by bank (it's mean letter issued by bank to prove that related fund are keeping at bank), refer to DBD's Regulation no.205/2555.

- Share; normally each shareholder must hold at least 1 share which means the registered company must have at least 3 shares and value of each share is minimum Baht 5. Since you mentioned that your head office is located in US, US company is allowed to hold 100% under Treaty of Amity (between Thai and US), for more information please visit our website at: http://www.panwagroup.com/treaty_of_amity_thailand.htm

- Capital; the minimum required capital as mentioned above is Baht 15, but actually we recommend you to put the capital fund as below:

1. With minimum capital Baht 1 million since the government fee is the same of minimum capital ( government fee will be based on each million baht increasing) OR;
2. With Baht 2 million for the purpose of applying work permit for foreigner, each foreigner must have capital of 2 million Baht.
3. Or depend on your business purpose, but please notice that when you declare the capital fund and not put that fund to deposit into bank account the Corporate Income Tax and Special Business Tax will be calculated as the company tax, for more information please study in Q&A no Q16 of our website; http://www.panwagroup.com/setupcompanythailand.htm

- Witness; must have 2 Thais to be witness for company registration.

- Address in Thailand, must declare the address in Thailand for incorporation especially for applying the Tax ID number and VAT need to get the permission letter and location map as well as the office’s picture to be presented to tax officer.

- Director; no requirement about director which can be Thai or foreigner but for the case of some business activity, the foreign director must have work permit to be able to sign documents such as opening of bank account with local bank.

- Period of accounting; can be ended at any date but not over 12 months.

Q21: How often does the foreign business license has to be renewed?
Panwa: Subject to Section 7, Section 19, and Sections 20, the license shall be indefinitely valid until the licensee stops doing the permitted business.

Q22: When is the minimum capital requirement needed to be deposit to the company bank account (unde requirement of FBL license)?
Panwa: In case where the period of business operation is 3 years or more, the minimum capital must be brought or remitted within 3 years:
- During the first three months, not less than 25% of the minimum capital must be brought or remitted into Thailand;
- Within one year, 50% of the minimum capital must be brought or remitted into Thailand;
- The remainder must be brought or remitted into Thailand each year in the amount of not less than 25% of the minimum capital (provided that the
  amount of minimum capital must be converted into Thai Baht pursuant to the reference exchange rate at the date of bringing or remittance of
  minimum capital into Thailand).

Q23: We wish to invest in Thailand in the ……… industry. However we wish to own the majority stake in the Company. Our activity of business doesn't fall under any of the 3 restricted categories as mentioned in Foreign business act. Please clarify if we can register a simple limited company and own majority stake in it or we need to seek prior approval from any other department
Panwa: we recommend you to setting up a private company and apply BOI privilege which you can own majority share capital and also have other privilege for The Related Tax and Non – Tax Rights as below;

The Rights and Privileges Related to Tax

Exemption of Corporate Income Tax (Section 31, 34 of Investment Promotion ACT B.E.2520 )

• Section.31(1)  Exemption of income tax derived from proportion of total investment excluding amount of Land and working capital within 8 years from the date that first income is derived from such activity. ( BOI card issued before 1st December 2001 has no limitation on exemption of income tax)
• Section.31 (3)  The income on which the computation of the net profit derived from the activity referred to either paragraph one or two shall include income from the sale of such by-products and semi-manufactured products.
• Section.31 (4) In case that the business had loss during the period of receiving exemption of income tax referred to either paragraph one or two, BOI may allow the business to deduct annual loss from the net profit after the expiration of the period of exemption of income tax for the period of not more than 5 years from the expiration date.
• Section.34 Dividends derived from BOI business with exemption of income tax referred to Section 31, shall be exempted from computation of taxable income throughout the period.
• Exemption of import duties on machinery.(Section.28,29)

Exemption of import duties on raw materials.(Section.30,36)

The Rights and Privileges Not Related to Tax (Non-Tax)

Rights granted with unlimited time and equal zones to the following:

• Import of foreign skilled craftsman (Section.24,25,26)
• Ownership of land (Section 37)
• Remittance of money out of Thailand (Section 37)

For more information of BOI privilege you can visit our website at; http://www.panwagroup.com/boithailand.html

Taxable income (net assessable income) is arrived at after all expenses and allowances have been deducted from the assessable income. Taxable income shall be subject to tax at progressive rates ranging from 5% to 37%, with an exemption on the first Baht 100,000 of net assessable income, as follows:

For individuals with a gross income, excluding income under Section 40 (1) of the Revenue Code (employment income), amounting to Baht 60,000 or more, the income tax payable shall not be less than 0.5% of said gross income.

*** Personal Tax Income rate above is applicable for year 2013 and 2014 only.

a. since we are outsource company which will take responsibility to complete its accounting job and our company has accounting software already which means we can provide you with our software.
b. Actually for small size business can control financial function with basic system and when we do step of recording we have to do reconciliation also, look like its system will be reviewed every month.
c. A qualified software must do complicated step for using of software, so for the start period of business your staff should have some experience before start to use the qualified software.

So we would like to propose you our scope of services below covering accounting and tax services by step below;

Step 1, every 2nd day of each month we will send staff to pick up your company documents to prepare tax and social security form here at our office and then inform you the tax amount within 5th for your providing tax amount preferred by cheque.
Step 2. Around 6th or 7th our staff (messenger) will visit and pick up the tax amount in Cheque and will file to tax office in the same day. And also if VAT can’t file within 7th we will file VAT again within 15th )
Step 3. We will send you the copy of receipt by email or fax (upon your request) for your reference with 8th or 16th for VAT filling.

Step 4. Case of require monthly report, the monthly report will be done in our office and will be finished and sent you within 25th of the following month.
** Case of request by tax officer, we will take a responsibility to meet, declare on behalf of your company.

Our fee for small and medium size, depend on case below;
Accounting, tax and social security services

1. Dormant company is Baht _____, as mentioned scope and fee in http://www.panwagroup.com/dormantcompany.htm
2. Operative company starting rate is Baht 10,000.(without monthly report) with discount for the fist 3 months at 30% to 50% (for newly set up company)
3. Extra charge for monthly report (if require) is Baht 2,000 per month.

Remark: All fees above are special for the company whom registered by assistance of Panwa Group.

Auditing service
Scope of service:         In Thailand, we practice audit under Thai GAAP or TAS (Thai Accounting Standard), case of require audit under IFRS standards, there will be additional charge.
Timeline:                     Auditing will be done on yearly basis, so our auditing will start after the closing date of company’s accounting period.
SERVICE FEE;             Normally depend on transaction and nature of business, and option that you chose (TAS or IFRS or Audit under requirement of related company) the fee start between rate Baht 25,000 to Baht 35,000 (for operative company), case of pre- operation start at Baht 15,000.

Payroll service

Scope of service:               Depend on client request
Timeline: 

1. 25th                         we obtain the salary and wage information from your side, by email.
2. 26th – 27th             we do prepare calculation personal income tax, and detail of salary payment.
3. 28th                         sending salary payment and payroll information back to your side by email.
4. 29th                         receiving information of bank and contact to bank on behalf of your company, by hand.
5. 30th                         Bank process to transfer salary to each staff
6. 3rd                           Panwa Staff’s will give withholding tax form to be signed by signatory director, give you the salary slip
7. 7th                           to file the withholding tax form at the Revenue Department, Social Security Fund at the Social Security Office

For size 10 staffs, Service fee is Baht 15,000 per month.
For size 20 staffs, Service fee is Baht 20,000 per month.

Q26: Do you provide company registration service under Treaty of Amity? If so, please let me know the cost and timetable.
Panwa: With regards to your queries relate to setting up company under Treat of Amity (between Thailand and US), please see 2 steps below and fee.

1. Setting up company a private company with Ministry of Commerce
   Scope of services covering:
   - Covering company registration,, Application for Tax ID. Number and VAT.
   - Do not cover; Company Share Certificate, Share Certificate Book.
   Timeline:                     Case all signatory  promoters, shareholders, witness, director standby to sign documents and registration form in Thailand, the step of registration will be finished within 3 working days.
   Service Fee:           is Baht 15,000.
   
   
2. Apply Treaty of Amity (between Thailand and US)
   Scope of services covering:
   - Contact to US embassy (Commercial Department) for request for certification under the Treaty of Amity
   - To apply the certificate of permission with Ministry of Commerce of Thailand.

Timeline:

1. At US Embassy for 3 – 5 days for approval and obtain the certificate.
2. At Ministry of Commerce of Thailand for 30 days for approval and obtain the certificate.
   For more information aobut obtain the certificate, please visit our website at: http://www.panwagroup.com/treatylicense.htm

SERVICE FEE;             is Baht 50,000.

Q28: Is there a way to have an office address for our company registration due to this moment the building owner is not allow  until our company are already setting up.
Panwa:  Yes we can provide an address for your company registration our fee is Baht 18,000 per year anyway case your company move out within 6 month from incorporation date we will return back 50% is Baht 9,000. Anyway the cost of modification of the incoporation documenst for change address is not included.

Q29: Can I start with you for the company's name reservation only this moment?. Please give me the cost and how long does it take?.

Panwa: Yes, you can start with only the company's name reservation with us, the cost is Baht 1,500 and for the case you register the company within 30 days from the name's approval date this fee (Baht 1,500) can be deducted from the total charge. Anyway for the case of delay over 30 days (invalid date) the company's name need to be reserved again.

Q30: As I have planed to meet you when I am in Thailand, could you give me rough ideas of what I should discuss or should I know in advance the matters before I hire you?

Panwa: Of course, I myself (Mr.Prasert Poothong) will be the person in charge to answer all your questions you have, and also I can let you know 10 topics and 9 points in advance as below that shall be discussed:

Topics:

1. Company's name reservation
2. Shareholders
3. Capital
4. Director(s)
5. Thai witness
6. Company's address
7. Fiscal year of accounting
8. Provision cost
9. Timeline for setting up company
10. Necessary license(s)

Points should be discussed:

• Considering set-up expenses occurred prior to date of incorporation.
• Tax ID and VAT registration
• Working permit
• Open bank account (local and foreign bank) / without working permit of director
• Social Security Fund
• Taxation (VAT, Monthly withholding tax, half-year, yearly CIT, SBT)
• Company Secretarial
• Registered accountant
• How to do accounting in oversea.

And you should reserve your time around 1 hr for this meeting.

Q31: I plan to set up company and reside in Thailand over 200 days a year, will I be taxed in Thailand?

Panwa: Yes, you will be imposed tax if you reside in Thailand for 180 days or more per year, anyway below is further information for your learning relate to personal income tax in Thailand.

Section 41 A taxpayer who in the previous tax year derived assessable income under Section 40 from an employment, or from business carried on in Thailand, or from business of an employer residing in Thailand, or from a property situated in Thailand shall pay tax in accordance with the provisions of this Part, whether such income is paid within or outside Thailand.

A resident of Thailand who in the previous tax year derived assessable income under Section 40 from an employment or from business carried on abroad or from a property situated abroad shall, upon bringing such assessable income into Thailand, pay tax in accordance with the provisions of this Part.

Any person staying in Thailand for a period or periods aggregating 180 days or more in any tax year shall be deemed a resident of Thailand.

Remark: For more clarification please see our comments as below:

- 1st paragraph the Personal Income Tax (PIT) is imposed on "Source Rule" even though resident or non-resident in in Thailand but you derived assessable income which generated in Thailand you have to pay PIT in Thailand.

- 2nd paragraph the PIT is imposed based on "Resident Rule" for the case you reside in Thailand totaling 180 days of tax year and bring that assessable income into Thailand in the same of tax year (if bring in difference of that tax year is no need to pay tax in Thailand).

Q32: we plan to set up a company and have involved manufacturing activities for electronics and circuit board production, but it will not be a large manufacturing, it might be just a small size factory please advise the necessary license we need to apply, and this company must register under manufacturing company or ordinary standard company.

Panwa: In Thailand the factories are separated into 3 groups (Under the Factory Act B.E.2535(1992), based on the impact of the factory operations on the public or the environment as follow:

• Group 1 – Factories that can operate immediately without prior government permission
• Group 2 – Factories that require prior notification of the pertinent government authority before the business starts operations
• Group 3 – Factories that require the application for a factory license before the establishment of the factory.

For you case, as mentioned that small size therefore you  should focus into Group 1 first, the condition for the Group 1 as below:

• Employees not more than 20 persons
• Machinery for manufacturing, There are not more than 20 horsepower

Anyway if you factory fall into this group, you still need to inform the Sub District Administration Organization (Aor.Bor.Tor.) by issue the letter and then send to them.

In Thailand you can set only one company and provide both industries by just put the business objective covering to it, on the other hand you are able to set up a private limited company first and then later you also can modify (change) the business objective by covering further objectives that you need more.

Q33: After read the information on your website, knowing that if we form a private limited company in Thailand, the majority share must be on Thais. Please advise how could we make sure the execution power is on our hand?

Panwa: Yes the execution power still on your hand by below way:

1. You engage Thai people to hold share on your behalf and let them sign into “Share Transfer Agreement” with blank in receiver and date (you can change to anyone anytime).
2. You engage Thai people to hold share on your behalf and let them hold only the preferred share with specific the voting right such as 10 shares can be only 1 vote meanwhile the common share will be hold by your side which can be 1 share for 1 vote. That’s mean every time you have vote you side will over right forever.

Q34: I’ll be transferring THB 4 million from overseas into my personal Savings Account in Bangkok. Would I be subjected to any tax or foreign exchange control regulations?

Panwa: There is no control, limit or sbuject to any tax on the amount of foreign currency that bring to Thailand.
However if bring foreign currency to Thailand, individuals and juristic persons are required to sell any foreign currency received to an authorized bank or authorized person or to deposit the money into a foreign currency account within 360 days from receiving date.

Q35: At the beginning, in order to reduce the fix costs and test the market, I would prefer to setup a home office (I am the owner of my condominium). Is it possible?

Panwa: Yes, of course you can use your condominium to be the company address, not only beginning period but also forever if you use your condominium to be work station.

Q36: Where can I find information regarding trade exhibitions and trade fairs in Thailand?

Q37: I would like to contact Thai importers and exporters, where could I find an index with such information available?

Q38: I am looking for information on import tariffs, custom duties, and excise tax rates for every product category in every country. Where can I find this information?

Q39: Can we create a 'bookself' company, having 0 revenue, and paying the very minimum until we are ready to open business?

Panwa: Yes, you can handle bookkeeping and tax matters by yourself not only zero amount but also having huge amount there, anyway please notice that “Under Accounting Act B.E.2543 and Accounting Profession Act B.E.2547, mentioned that all juristic company, partnerships, branches of foreign companies and joint ventures are required to have qualified accountant to apply with the Ministry of Commerce on behalf of your entity especially when end of accounting period the said accountant still has responsibility to sign - endorse on Sor.Bor.Chor.3 Form (Financial Statement Submission Form) as same as director(s)”.

For further information you can visit our website at: http://www.panwagroup.com/charteredaccountant.htm

Q40: Can the Thai directors be part owners in another company, and is there any liability for that?

Panwa: Yes, Thai director and Foreign director can be a part owner in other company, anyway please check into your "Artical of Association" that not have any conflict of interest.

Q41: Can we use a residential address for the company, as long as there is a sing in front?

Panwa: Yes, you can use your personal resident to be company address by hanging signboard on the front side, anyway for the place of generate income or involve to business activity should be register as a branch of your company too.

Q42: Can you advise if money is derived from outside of Thailand, is it subject to Thailand Taxes?

Panwa: Due to your question is not clear, it’s depend on the purpose of transferring to Thailand such as transfering for investment or loan to Thai company there is no tax (not subject to Tax) in Thailand.
But for the case of the fund is derived by income generated outside Thailand, it’s subject to Tax in Thailand.

Q 43: Can we create a 'bookself' company, having 0 revenue, and paying the very minimum until we are ready to open business?

Panwa: Yes you can handle bookkeeping and tax matters by yourself not only zero amount but also having huge amount, anyway please notice that “Under Accounting Act B.E.2543 and Accounting Profession Act B.E.2547, mentioned that all juristic company, partnerships, branches of foreign companies and joint ventures are required to have qualified accountant to apply with the Ministry of Commerce on behalf of your entity especially when end of accounting period the said accountant still has responsibility to sign - endorse on Sor.Bor.Chor.3 Form (Financial Statement Submission Form) as same as director(s)”. For further information you can visit our website at: http://www.panwagroup.com/charteredaccountant.htm

Actually accounting service company will provide you for this registered accountant.

Q 45: Can we use a residential address for the company, as long as there is a sing in front?

Panwa: Yes you can use your personal resident to be company address by put signboard on the front side, anyway for the place which generate income or involve to business activity should be register as a branch of your company too.

Q 46: We are looking for an opportunity to register our office in Bangkok  for pharmaceuticals business in Thailand we don’t plan to sell anything through this office,  we need to know;

1. Is it need to apply the drug registration in Thailand?

   Panwa: it’s depend on type of business entity you plan to register (your information is not clarify), such as:

   a. register as Representative Office, it’s not allow to apply FDA License.

   b. register as Private Company, you can apply FDA license.

2. What type of business entity is properly for us?

Panwa: Depend on your business model,

a. Case of you are not plan to generate income in Thailand, you should register as Representative office below is condition: Scope of business of a representative office

• Procurement of supply sources for goods and services in Thailand for the head office.
• Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
• Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
• Dissemination of various information pertaining to new goods or services offered by the head office.
• Reporting business movements in Thailand to the head office.

b. Case of you plan to generate income from business carry on in Thailand, you should register as a private company.

3. Do we need a real physical office for these purposes?

Panwa: You can use our office address for registration of your company and also apply the drug registration (FDA License) too, for further information of usage our address please vist our website at: http://www.panwagroup.com/addressforregistrationthailand.htm

Q47: Has you company had any experience in the Commodities Industry, and any in Fertilisers?

Panwa: Of course we had served for setting up company over 50 companies a year especially commodities retail and wholesale business, even though we had never set up the company for retail of Fertilizer but actually the procedure is not much different such as when completion of company’s setting up you must priority apply the license of Fertilizer’s retail with Department of Agriculture before you carry on business, you can learn more information about “Fertilizer Act B.E.2518” at: click here

Q48: If I use your address for Tax ID and VAT registration - can I have an office location is another place, eg Silom or Sukhumvit or Wireless road.

Panwa: Yes, you can and many Thai company has also do this way for prevention be visited by tax officer to work station but I not recommend due to under the law the company address should be the same place of work station, case of different the work station or place which generate income need to register for branch office.

Q49: If we have our US company own 100% of our Thai company, what about taxation of repatriated dividends from Thailand to US? Is there double tax treaty between Us and Thailand? Any withholding tax on dividends?

Panwa: Thailand has DTA with US and the withholding tax rate for dividends payment is 10% (under DTA). Anyway for your case it's depend on this Thai company register under Treaty of Amity, see as below condition:

1. Case of register under Treaty of Amity (Thai and US), there is no withholding tax rate (0%) when pay dividends to US shareholder. (refer to Royal Decrees no 9 B.E.2499 issued dated Octocber 2, 1956)
2. Case of un-register Treaty of Amity, this company must comply with the DTA rate is 10% withholding tax when pay dividends to US shareholder (both individual and corporations).

Q50: As I was invited to joint as a promoter for registration of a Thai company (I am Singaporean and 21 years old), is it eligibility and having liability on this and could I transfer all shares that may have to other after the registration?

Panwa: As you a foreigner and your age over 20 years old is allow by law to become promoter and after registration is completed you must hold minimum for 1 shares and promoters’ potential legal liability is limited only for paying expenses occured during association (forming) of the company registration, anyway when you become to shareholder you as shareholder still has liability is limited for the par value of the shares they will hold and not yet paid. Anyway the promoter can transfer to other or new shareholder later.

Q51: As I known the company name reservation is the first process of company setting up, has any criteria of this reservation and time spent?

Panwa: The promoter is required to reserve the company name together with 2 alternative names, the registrar will then examine the application in order to ensure that:

1. No similar company names have previously been reserved
2. The name do not violate any ministerial rules.

If the applicant’s intended name is in conflict with either of the above, that name will be rejected and the registrar will consider the alternative names submitted. This process can complete within 2 or 3 working days. If all 3 named submitted are rejected the applicant will be required to re-submit the form with another 3 new names. Once the name is approved, the company name reservation is valid for 30 days, with no extension.

Q52: Our company are planing to set up subsidiary company in Thailand, may I know the expenses will be occured during the setting up process can be deductible expenses and how? and can be reimbursed those expenses from the company when the registration is completed?

Panwa: Expenses occure before incorporation date and related to this setting up are allow to be deductible expense but must to declare those amount into "Minute of Statury Meeting" in step of company registration and also need to collect the bills to support too. The company may choose to reimburse the promoters for those amount.

Q53: Do i physically have to show 2 million capital or is purely a document that you declare? ( I plan to register a Thai company with capital of Baht 2 million)
Panwa: There is no need to show Baht 2 million (in company bank account or your account), anyway for your Thai shareholder must preseent evidence of source of funds issued by bank (letter issued by bank to prove that the investment fund keeping at the bank) assume that case of capital of Baht 2 million, Thai shareholder(s) have to prove evidence of source of fund for approx. Baht 1,010,000 (51%).

YOU: Do you have the company registration service for Udorn province which having foreign director?
Panwa: Of course we can provide the company registration service in Udornthani too, we can send our team to register the company there with this we have extra charge for travelling cost for Bath 3,000.

YOU: What are the required documents?
Panwa: After our quotation is accepted by your side we will start to inform you the requited documents and timeline too

YOU: How much for the capital?
Panwa: Pleae look into item-2 as below guideline. Actually you can start with capital of Baht 15 but we do not recommend due to the first Baht 1 million is same government cost and also for the case of need to apply work permit in future the Capital of Baht 2 million will be required for apply 1 work permit.

YOU: How much for the provision cost?
Panwa: Please look into our guideline (under an easy way below). Actually we have fixed service fee for Baht 15,000 (capital not exceeding Baht 5 million) but the provision cost for this setting up will depend on capital (Government fee is Baht 6,500 for the first million and will be plus Baht 6,000 for the second million and onwards).

YOU: Due to we met the problem in communication with local provider in Udorn, do your company can send someone who can communicate fluently to our Singaporean shareholdeat Udorn?
Panwa: Yes of course we can sent our officer who can communicate in English and have a long experience to meet your Singaporean shareholder at Udornthani, and please feel free on our service since we have serve many Sigaporean company during the past 12 years and also we have worked closy with Singaporean Consulting Firm in Singapore.

Q57: I’m urgently planning to make a company formation in Thailand to optimize the tax structure of my German company. What I require is a company formation(co. ltd) with a provided company address and the opening of a bank account.

Panwa: For using our company address, we offer our usage of office address for the purpose of company registration ONLY is Baht 18,000 per year;
Our service fee for opening Thai currency bank account is Baht 5,000 or Baht 8,000 for Thai Baht and Foreign Currency ( or Multi Currency). And please be informed that the shareholder who hold share more than 20% is required to certify the bank opening application form at bank (sign personally front of Bank Officer at Bank).

Q58: we are not looking to apply working permit. How much is authorized capital and how much paid up capital. Maybe 50,000 baht.

Panwa: I recommend you to register 1 million it’s better, because of the cost of Government fee it’s the same cost, and please don’t worry about the money deposit in the Bank. It’s no need to put the investment fund into the company bank account (just declare on the registration paper that the fund kept within the director is enough), it's a normal practice for companies in Thailand (over 90% do this way) due to most of company have not real fund. Please be informed that in step of company registration stated in the registration form, it must be declared that the investment fund will be kept with the Director. That means, you can put as much as you can for the rest will record in account as "Loan to director".

For paid up Share – For now, we will put partially paid up of 25% first then we will just update to 100% since our Thai nominee will need to show his bank statement.

Q59: I just would like to ask you about VAT registration, do you need to register? Yes/No ( please explain me the condition of VAT.)

Panwa: Condition of registration of VAT: Business Operator who carry on business in Thailand earning more than 1,800,000 Baht per annum must register for VAT within 30 days of the date they reach 1,800,000 Baht in sales or services. And all registered VAT operators must submit a monthly VAT return (PP.30 Form) to the Revenue Department of each located area within 15 days of the following month.

Case of small business like you and do not looking to apply working permit, it's no need to register VAT at begining and please be informed that eventhough non-VAT you company are able to carry on business in Thailand same as other company.

Q60: At this stage, setting up this company is to test a new business venture and to be able to import products (food & beverage) into Thailand from overseas. As this business is just a test, I would like set this up as cheap as possible.

Panwa: We can propose you the service of company registration with the fee of Baht 15,000 and please note that after your company registration’s completed, you need to apply for export and import license as well. And one of the requirement for applying the said license is that you need to open a savings bank account first.

kindly also be informed that aside from the import and export license, you also need to apply for food and beverage license since you would be importing food and beverage items in Thailand. For applying import and export license, our service fee is Baht 4,000 (not including government fees) and for the food and beverage license, our fee is Baht 8,000 (not including government fees).

Q61: We will do 100% International business, no sales/purchases in Bangkok so do we need to pay tax. Let us know all tax slabs.
Panwa: Please visit our website at: http://panwagroup.com/taxpropertyrealestatebusinessthailand.htm

Anyway for export business is fall into 0% of VAT that’s mean you can claim back for purchasing VAT (in put VAT) from the government.

Q62: As on Indian Passport we can get 14 days VISA on Arrival but if need to get 1-2 years multiple Business VISA then can get on basis on our company in Thailand (if we register a new company) OR need to do business for 1-2 years then can apply.

Panwa: Yes, you can apply immediately under this company after you company is registered, below is rough information and steps:

1. After company completed registration, your company has to file:
•  PND.1 tax return with declare minimum 1 employee at beginning.
• Social Security Form for the first month with declare minimum 1 employee, and please be informed that before filing your company have to register with this department first.
2. Issue the "Invitation Letter" and send to approve at Labour Department. During issue and approval you have to stay outside Thailand which this step will take time around 2 weeks.
3. Your company have to file every month for both PND.1 tax return and Social Security Fund and must declare 4 employees before you start to apply visa in step no.5 below.
4. To apply NON B visa, when the invitation letter is approved you have to time for 30 days for apply NON B visa and work permit which;

1. NON B visa must be applied at Thai embassy outside Thailand and you have to enclose many kind of incorporation documents.
2. Work permit, after get NON B visa and come back Thailand you have to apply at Labour Department and you have to complete this step within 30 days from the date of approval on invitation letter.
4. To renew visa to be 1 year, when you complete filing for 3 months of both PND.1 and SSF you can renew the visa to be 1 year visa at Immigration Office.
5. Again to renew work permit to follow the visa approval.

Q63: Which bank is good International Transactions. What kind of docs BANKER needs to open an a/c.

Panwa: Many bank is good, but most of local bank require work permit of director (and bank signatory) and some bank not allow to open current account at begining util you open saving account for a while (6 months), anyway we can solve this point by recommend you to ..... Bank, in detail we can share you information in the meeting.

Q64: we need 100% ownership in our hand so you can suggest. If want to open branch office then what kind of docs you need & what kind of restrictions are there.

Panwa: We do not recommend to set up branch office due to complicate in process and take long time with huge cost, we can discuss regarding how you can own 100% by yourself or your company, when meeting with you at my office.

Q65: Is the minimum capital for setting up a company?

Panwa: You can set up with minimize capital of Baht 15 (3 shares of Baht 5 each) but we do not recommend due to the government cost from Baht 15 to Baht 1 million capital having the same cost (when your company increase capital to be Baht 1 million you have to pay government cost again), and under Thai incorporation law you can register capital with partially paid up that’s mean You can register capital with Baht 1 million and declare for partially (minimum paid up) paid up as 25% that’s mean in corporation document will be shown as authorization capital is Baht 250,000.

And please be informed that in this setting up foreigner and company no need to prove investment fund or no need to deposit into company’s bank account (only Thai shareholder have to prove their investment by request bank issue certificate of their deposit at bank).

Panwa: For step of register VAT is included in our service and can get easy but for import license you have to have company’s bank account first if need we can provide the services for help you to

• Open bank account the fee is Baht 5,000.
• Apply import license is Baht 5,000 ( but for this you should discuss with Shipping provider first due to most of them provide free for charge).

For apply work permit in Thailand is complicate, you have to have 4 Thai employees and file Tax and Social Security Fund for the first month before start to apply NON- B visa, in detail better to talk in meeting and we can’t serve for this kind of service.

Q67: I'll need to register the company, plus will need paperwork to open a Thai Bank account in the company name. Can you let me know the costs involved?

Panwa: Yes, we can provide for both company registration and prepare the paperwork (secretarai service for corporate bank account) to open a Thai Bank account in the company name, below is the rough fee based on your need.

• Company registration (same as mentioned above ) is Baht 15,000.
• Prepare paperwork for open comapany bank account is Baht 2,000 ( case of need our team to take care at bant the extra fee is Baht 3,000)

Please be informed that most of local bank they require work permit of director for corporate bank account openning and the signatory director have to sign personally at bank when opening the account. Case of you are fall into this point please let us know we can find the way to solve on these issue too.

Q68: We are a Product Engineering Company based in India. We currently design to market via a company based in Thailand to our customer world wide:

1> is it possible to incorporate a such Company in Thailand ?

Panwa: Yes, that's a good structure, below is a rough benifit that your company can get:

1. case of your company do not sale locally in Thailand, your company can own shares 100% by foreigner or foreign company, no need to apply under FBL (Foregin Business Act).
2. Case of your company do not sale locally in Thailand, you can get 0% VAT for export business that's mean for purchase (impout) VAT can be refunded for full amount, anyway shipment and custom document have to support for tax purpose in Thailand.
3. Tax incentive or lower rate of Corporate Income Tax, caese of your Thai company register with capital not exceeding Baht 5 million and generate income not over Baht 30 million a year your Thai company can get tax incentive for corporate income tax in Thailand even though you are not all into the aforesaid situation of capital and income, Thai corporate income tax rate is 20% which still lower that rate in India.

Remark: I notice that many Indian company come for setting up a company here in Thailand for this benifit, by this model they do not have any office or employee, they handle and manage everything from India, by this way Panwa can support not only setting up company but also:

• accounting, tax
• auditing
• financail operation (via trust account)
• secretarial service
• and etc.

2 > In the event the goods will attract import tax in Thailand, can the goods be shipped either directly from the logistics provider from COMPANY-India to the customer, with the payment coming to COMPANY-Thailand ?

Panwa: Case of your goods will be shipped directly from Company-India to customer (of company-Thailand) directly without come (pass) to Thailand, you no need to pay any import tax to Thai government, anyway you have to prove the shipping document from Company-India that's have already paid import tax in India.

Q69: What is the paid up capital requirement?

Panwa: You can choose to keep the paid up capital at director or deposit into company bank, anyway most of Thai company do not deposit into the company's bank, if so the interest of un-deposit (into company's bank) is subject to tax of special business tax or corporate income tax (case of profit). Anyway case of foreigner hold the shares less than 50% the Thai shareholder have to prove the investment fund by showing the bank's certificate.

Panwa: You can transfer money out of Thailand, anyway for huge amount the bank have to ask you for the reason and you have to fill up the form with enclose support document follow the rule of Bank of Thailand.

Panwa: In Thailand there is no enforcement by law to appoint the company secretary but for auditor you have to appoint into Minute of Statury Meeting at the step of setting up company, we will put our auditor Mr.Prasert Poothong firstly, but you change later without any inform or declare to government or other party.

Q73: which is the good way between opening as a branch office or agent under new company name? How much will it cost ?

Panwa: Better to open a new company due to:

1. Process of setting up, company will take time around 1 working day for registration (branch office will take time for approval for 2 months and when include all process will take time over 5 months.
2. Cost of registration, a private company having service fee for Baht 20,000 meanwhile branch office our fee is Baht 100,000 minimum and a lot of extra cost such as translation and notarized document
3. Government fee, a private company is charged depend on million of capital (minimum is Baht 6,500) meanwhile branch office is depend on Head Office capital which minimum is Baht 20,000 and also have to bring minimum capital for Baht 3 million and have to bring to Thailand within 3 years.
4. Required Document, a company is required only copy of passport of director and foreigner meanwhile branch office is required a lot of document from Head Office, the Manager of branch and Most of document have to be notarized and also translation to Thai language.
5. Tax incentive for a company with SME size the tax rate start from 0%, 15% and 20% but for branch office is having flat rate at 20%.

Therefore better to register a company, by this way Panwa can support you all kind of your needed with reasonable price and can ensure you that all process can be finished with 2 or 3 working days (case of urgent and use our office address will finish within 1 working day).

Q 74: Do we need to rent a shop or office space for the company address or we can use a virtual office for temporary?

Panwa: Yes, this registration have to declare an address in Thailand, but intial step you may us a temporary address from virtual office and later when find the propoer place the address can be changed but the cost of its change approx Baht 10,000. Therefore better to find the office place frist.

Q 75: And how we should learn before talk to the building owner or landlorad?

Panwa: You should ask the onwer of building (shop house or the place) before you decide to rent and pay deposit that:

• Allow for business and agree to issue consent letter with necessary support document.
• Allow us to withhold the tax for 5% when we pay rental fee.
• Who will absorb property tax for the rate 12.5% of whole year rental payment
• Agreement, who will draft and that agreement have English version?
• Deposit or any charge when end of the contract.
• Carefully read for condition of contract espeically case of you can't rent till end of period how is the compensationl.

Remark: Case of you rent shop house and want to put signboard or some advertisement on the building, it's better to put some Thai language inside due to the signborad tax will be 50% of full English advertisment signboard.

Necessary knowledge for doing business in Thailand

Minimum wage

Start from January 1, 2013 the Minimum wage of Baht 300 per day is required for all provinces, Cabinet approved the wage board announced on Minimum Wage (No. 7) on  October 17, 2011 with effective from 1 January 2013 onwards.

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Previous rate of Minimum wage during April 1, 2012 to December 31, 2012

Minimum wage/ Area.

300 Phuket Bangkok Samutprakan Nakhonpathom Nonthaburi Pathumthani and Samutsakhon
273 Chonburi
269 Chachoengsao and Saraburi
265 Ayutthaya
264 Rayong
259 Phangnga
258 Ranong
257 Krabi
255 Nakhonratchasima and Prachinburi
254 Lopburi
252 Kanchanaburi
251 Chiangmai and Ratchaburi
250 Chantaburi and Petchburi
246 Songkhla and Sing Buri
244 Trang
243 Nakhonsithammarat and Angthong
241 Loei Chumporn Phatthalung Satun and Sakaeo
240 Samutsongkhram Prachuapkhirikhan Yala and Suratthani
239 Narathiwat Ubonratchathani and Udonthani
237 Nakhonnayok and Pattani
236 Nongkhai Lampoon Buengkan and Trat
234 Kamphaengphet and Uthaithani
233 Kalasin Khon Kaen Chainat and Suphan Buri
232 Chiang Rai Nakhonsawan Buribam Phetchabun Yasothon Roiet and Sakonnakhon
230 Chaiyaphum Mukdahan Lampang Sukhothai and Nongbualamphu
229 Nakhonphanom
227 Phichit Phitsanulok Phrae Mahasarakham Mae Hong Son Amnatcharoen and Uttaradit
226 Surin and Tak
225 Nan
223 Sisaket
222 Phayao


Table shows the minimum wage. The force from April 1, 2012

Source: Ministry of Labor, as of February 2012

Website: www.mol.go.th