Q2: What is the minimum investment capital requirement?

Panwa: Case of ordinary company in Thailand is not require for minimum capital, it only requires a par value at least Baht 5 per share and 2 shares minimum (that's mean you can start with capital of Baht 10), but its investment should have concern on other objectives also such as;
- Work permit for foreigner, required capital each 1 work permit application must invest capital of Baht 2 million.
- BOI, need to study on the right and privilege by below link of this email.
http://www.panwagroup.com/boithailand.html

Q4: What will be the minimum capital requirement to reg. Thai Majority Company?

Panwa: Answer as no. 2 above.

Q8: Can I suggest the 2 directors which authorized to sign for & On behalf of Directors in the Financial Report or bank ect..

Panwa: Depend on case such as; for signing on the financial statement must be signed by authorized director only (can’t give authorization to other), for bank you can authorize other anyway bank will request Minutes of Directors Meeting and inside must declare its scope of signing and range of amount.
*** Authorized director(s) = can be only one or more depend on the registration document or Affidavit, normally these authorized director(s) must sign on the formal document such as financial statement, anyway for some kind of document may give authorization letter to another person such as application for tax ID Card or engage someone in Minutes of Directors Meeting to do on behalf of them such as contact to bank.

Q10: What does the proper form for setting up our business in Thailand.

Panwa: The proper kind of forming or setting up business in Thailand, you are able to choose many kind of formation such as a private company limited, limited partnership, branch of foreign company(case of have company in oversea). Anyway we would like to recommend you to choose the kind of a private company limited because it is the most chosen form of setting up company by foreigner or foreign company and it is flexible on incentive of corporate income tax (if capital is not over than Baht 5 million), this kind of forming we can finish all process within 3 working days with chep cost.

Q12: We are Singaporean Company base in Singapore we want to set up company in Thailand without office and staff there, can do? If can’t how we solve this?

Panwa:
a. A private company in Thailand must declare address (location in Thailand) in step of register “Memorandum” follow the Civil and Commercial Code sector 1098. Panwa has service for providing our address for its setting up, our fee is Baht 18,000 per year.
b. A private company no need to have staff here in Thailand, management can be done outside Thailand, anyway you must consider many function and regulation under Thai Law such as; compliance the taxation in Thailand (some kind base on monthly, half-year, and yearly), a chartered accountant with bachelor’s degree in Accounting major to be accountant of your company, filing the financial statement to Ministry of Commerce and Revenue Dept. and etc, anyway all kind of the said functions in Panwa we are available to support your company.
Our support cover all above including financial functions, vist our website at; http://www.panwagroup.com/price-option.htm

Q14: What type of business which alien are not allow to carry on in Thailand.

Panwa: All of 3 annex as enclosed Alien(Foreign) Business Act.1999 are not allow alien to carry on business in Thailand or can’t hold the share less than 50% except
- for annex 2 alien can hold share up to 60% if obtain license approved by Department of Business Development and can hold share up to 75% if obtain license approved by Minister and
- for annex 3 alien can hold the share over 50% up to 100% when obtain license from Department of Business Development, refer to Sector 15 of Alien Business Act.1999.
*** For more information of Alien (Foreign) Business Act.1999 and its annexs, please visit our website at: http://www.panwagroup.com/foreignbusinessact.htm

Q16: What are Government expected tax amount of dormant company I have to take in consideration for one year?

Panwa: Taxation of dormant company base on kind of related tax below;
a. Corporate income tax (CIT), imposed base on “net profit” below is tax rate for year 2017 - 2022 as below:

Net Profie	Incentive for SME Capital not exceeding Baht 5 million for year 2017 - 2019	Ordinary company Capital exceeding Baht 5 million for year 2017 - 2019
0 - 300,000	0%	20%
300,001 - 3,000,000	15%	20%
Over 3,000,000	20%	20%

Normally, net profit will be calculated by = Income – Expenditure, for this should concentrate on kind of income as below situation:

You put capital fund into bank( such as saving account), this kind of income is “Interest from Bank”

You do not put that capital fund into bank that mean still keep in your personal bank, that fund must be recorded as “Loan to director”, this kind of income is “Interest” form its loan. Applicable interest rate for this borrowing is 4% per annum.

Example; Case study:
Capital is Baht 10 million, Expenditure Baht 20,000 for 1 year period, tax amount will be paid is Baht

(4%10,000,000) – 20,000 = Net profit = 380,000 Baht,
CIT - Tax amount = 20%380,000 = Baht 76,000 per year) , applicable tax rate is 20%
**SBT – Tax amount = 3.3% of 400,000 = Baht 13,200 per year, will be paid when settle interest of loan.

Remark; We advise you avoid a huge of tax amount by 2 ways below:

1. Setting up company with capital no exceeding Baht 5 million
In the same case study; tax amount for capital Baht 5 million is
CIT = Baht 4,500 per year.
**SBT = Baht 6,600 per year.

2. Setting up company with capital no exceeding Baht 5 million and paid up only 25% of registered capital.
In the same case study; tax amount for capital Baht 5 million with paid up capital 25% is
CIT = Baht 0.00 per year.
**SBT = Baht 1,650 per year. 

3. We recommends you to set up company with capital of Baht 1 million and paid up only 25% of registered capital.
In the same case study; tax amount for capital Baht 1 million with paid up capital 25% is
CIT = Baht 0.00 per year.
**SBT = Baht 330 per year. 

b. Half year tax, except for the first year, but for the second year and onwards will be paid at least 50% of CIT, and can use its tax as credit amount for CIT’s calculation at ending period.

c. Monthly withholding tax, will withhold and be paid within 7th day of the following month. Normally, dormant company no business activity will no withholding tax amount.

d. VAT, there are no requirement for registration of dormant company because of income still not exceeding Baht 1.8 million. VAT registration can be done later when start the business activity.

e. **Special Business Tax (SBT), base on “Interest Income” from “Loan to director” by applicable tax rate is 3.3% per annum.

Q17: Is the company register at province or city or all over thailand can be used?

Panwa: When you register your company name, this will be registered in the kingdom of Thailand and thus can be used in any province such as Phuket. No other company can make use of that name in thailand.

Q19: I would like to secure my interests in the company so as any decisions that are made by both myself and my wife, not just my wife.

Panwa: you can mention on the incorporated document that the authorized signatory will be yours as well as your wife’s signature together.

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.

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

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.

Q27: How is different between Limited Partnership and Company Limited?

Panwa: You can see the comparison at our website: http://www.panwagroup.com/limitedpartnership_companylimited.htm

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.

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).

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.

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.

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

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

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.

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.

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

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).

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.

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%).

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).

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 beginning and please be informed that even though non-VAT your company are able to carry on business in Thailand same as other company.

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.

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 beginning until 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.

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).

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.

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.

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 82: I heard that VAT certificate cannot be issued if the company uses as its address of the office of an accounting or legal firm, if I prefer to use your address for this company registration is it possible?

Panwa: we did not provide you the address of accounting or legal firm. Below is our address:

• Panwa Accounting address is No. 4/1 Soi Latphrao 52, Latphrao Road
• Panwa Auditing address is No. 1560 Latphrao Road
  
  But this address for providing you for company registration iis No. 3 Soi Latphrao 52, Latphrao Road. Actually we've known this rule so we decide to supply another address which the past we rent out for office space, you can look into this like for address No. 3 at below link: http://www.panwagroup.com/officerentalladprao52thailand.htm

Q84: We are interested in setting up a Foreign majority owned with BOI company in Thailand. Our main focus will be cosmetic manufacturing. Please advise as to relevant legal framework and how to start this registration and application.

Panwa: With regards to your queries relate to setting up foreign majority owned company with BOI, we recommend you to contact BOI office first due to:

1. BOI allow the company to apply before company registration (you can apply under individual name) when the project is approved you can register the company later to obtain the BOI certificate and that time you will know all of their requirements especially the registered capital and location.
2. Currently, BOI they have specialist team with good English communication and at the initial step they can help you to fill up the application form with arrange some necessary information so there is no need to engage any business provider in this step and then when the project is approved we (Panwa) can continue to serve you further to comply their requirement. Anyway you and your team have visit BOI office minimum 2 times for personal meeting and present the project.
3. On the other hand, you can register a company before obtaining the BOI certificate too, but for carrying on business is allowed for the case of foreigner owned shares at maximum 49% and the rest owned by Thai, or you prefer to register the company by owning 100% shares at beginning this company can be registered but still not allow to carry on business until the BOI is approved and obtain the BOI under this company.
4. For the timeframe and cost, you can look into website:
   http://www.panwagroup.com/setupcompanythailand.htm

Q 86: We currently have a Liaison Office in Thailand that we want to convert into a branch office (branch of Singaporean company, the company was restered in Singapore).

Panwa: Thank you for your information and phone call, under your business model is too complicate you will carry on many kind of business and may be more in future so we do not recommend you for register as a branch of foreign bank here due to:

1. step and process for application is too long, I can say more than 6 months even tough the approval step only 2 months.
2. the scope of branch is limited as approval that's mean if you have other kind of business or just other income you have to get approval again.
3. the cost such as our service fee is start at Baht 150,000 and also the other charge such as translation, notarization and etc.
4. you also have to provide a lot of information of head office company.
5. Government fee is higher than private company.
6. tax rate, is not acceptable for incentive rate, meanwhile the private company is very low tax rate especially for buying a old company there is 0% tax for this year and also 10% tax for the next year if the income is not exceeding Baht 30 million.

Therefore, we recommend you to register as a Thai private company due to it's much easier, cheaper and faster.

Q 88: If we request your company service, the fees will be 7000 baht. How does this work?

Panwa: Actually our service fee start at Baht 17,000 which covering; company's name reservation, preparing registration form such as Memorandum, Company's Article, Sharholders' List and etc, and its form submission to Ministry of Commerce for company registration and of course we can provide free of charge for VAT registration too but it's must be applied within 6 months when the quotation is approved. With this fee we can provide free of charge for 2 hrs training regarding basic financial system and tax and also when we finish the registration all incorporation documents will be translated into English version and all of them will be kept in file and also scanned with sending by email too.

Q92: Understand that I will need 3 promoters to set up a local Thai company. Does promoter mean director of the company?

​Panwa: Promoter can be same group of shareholders, actually the director can become from one (or all) of promoters/ shareholders too.​ Of course director is different in meaning of promoter since promoter require minimum of 3 individual persons but director can be only one person.

Q94: YOU: I would like to ask about what is the total fees we need to pay to register for the Thailand BOI. How do you charge and what are the requirements?

Panwa: You may start with BOI first, we recommend you to contact directly to the BOI's team which currently they have special team to support the foreigner and process be done very fast, this step you can start to apply them by yourself with under your personal name (individual), their team will help you to prepare all of document and later they will request you to present your project with some interview. When the project is approved, you will get the approval letter so at that time Panwa can follow its requirement to start process of company registration and of course we can help you to full fill the application form for BOI and certificate for Ministry of Commerce of Thailand.

Q96: We would like to set up a retail shop selling food/drink, kindly advise how we can do the legal process?

Panwa: At first you need to register the company, then kindly note that for your business, after you finished the process of company registration then you need to apply the licenses for Food and Beverage license and Liquor license first before starting to do the business, which if the food need to cook first before sale, you also need to get the permission from the local district area as well, but if in case ready-made food (instant food) to sale, no need to apply more permission.

Q98 : Is it possible to have one Thai shareholder and 2 foreign shareholders. So 51% Thai person, 30% me and 19% another foreigner. Both, me and the other foreigner would be a director. However, we would not be employed by the company.

Panwa: kindly note that it is possible to have 1 Thai shareholder who holds 51% and 2 foreigners hold a total of 49% and there is no problem also if both foreigner shareholders would also be director.

Q100: Need your advise on how much Registered Capital for my new Thai company? For example, is it ok for USD100K equivalent to 3million baht? Just to double confirm that we dont need to physical transfer the funds to Thailand, correct?

Panwa: Yes, you can start with that amount (Baht 3 million equal to USD 100,000), by law the registered capital can be start from Baht 15 ( 3 shares with Baht 5 each).

But for this amount equal to Baht 3,000,000 million but case of you can't bring the fund to Thailand or don't spend into business or can't deposit into company's bank account this amount will be recognized as "Loan to director" and then end of the period (financial year) this amount will be calculated and recgonized interest income (3% per annum) which will pay SBT (special business Tax) tax at rate of 3.3% of interest income or Baht 990 for each Baht 1 million capital (case of interest income be calculated at 3% per annum) so your case may need to pay SBT at approx Baht 2,970 per year.

So my recommendation is you should keep the registered only Baht 1 million or Baht 2 million. Of course the current interest rate is lower, it's may 1.5% - 2% now but our office still recommend to calculate at 3% to prevend any be negotiated by tax officer, since most of our customer is foreigner.

Q102: Is possible to register a company Limited by using Asset or Property as registered capital, I have some machinery and property in Thailand and prefer to prove as investment for company capital fund ?

Panwa: In case of register company by asset or property, must submit a proof of transfer letter of ownership of asset to limited partnership or company limited, or the consent letter allowing limited partnership to use asset or property with the registration forms.

Once the registrar accepted the registration forms, you have to submit either one of the following documents within 90 days

1. Property or registered asset (car, machine) must submit the copy of evidence that shows limited partnership or company limited has ownership right.
2. Other asset which must include details of asset and the value of asset that will be used to invest.
3. The agreement that shareholder allow the asset to be used by the company for paid up share.