Company Law

Limited Company

nominee shareholders in a Thai company

A limited company in Thailand must have a minimum of 3 shareholder at all times. Thai nationals operating a business under a company often use nominee shareholders to complete the number of 3 shareholders in the limited company. There is no general restriction for Thais that prohibited the use of nominee shareholders in a business. This is different for foreigners. Foreign investors are prohibited from using nominee shareholders in a Thai company under the foreign business act. Also bearer shares are prohibited

Thai company formation

More documentation required when foreign shareholders are involved

New 2013 business registration rules will require all new companies with foreign shareholdings involved to declare the sources of funds used to finance the company shares. The new rules, which will take effect January 2013, are aimed at preventing the use of Thai nominee shareholders by foreigners.

Twenty-two Thai companies found breaking foreign ownership rules

Source: bangkokpost Februari 5 2013

As many as 329 firms have been alleged to use nominees for their foreign shareholders, with 22 firms illegally found to have foreign ownership, according the Commerce Ministry reports. Many of these companies have representatives of foreigners on their boards or as shareholders who usually come from accounting, consultancy or law companies, according to an investigation by the ministry's Business Development Department.

DSI plans foreigner proxy firm crackdown

BangkokPost: published Januari 7 2012

The Department of Special Investigation will crack down on foreigners, some of whom are gangsters, who illegally exploit loopholes to operate businesses which are normally off-limits to them. DSI chief Tharit Pengdit unveiled his plans after the cabinet had given the agency the authority to investigate nine more categories of special cases including human trafficking, computer crime and foreign business. Mr Tharit said executives were deciding how to to crack down on criminals this year.

Minimum Salaries for foreigners in Thailand

From the 10 th of July 2004 , foreigners applying for non-immigrant visa extensions for employment in Thailand will have to meet an increased minimum monthly salary requirement by nationality and amount. It should be noted that this regulation applies to employees in the corporate sector (profit-making business). Employees with lower monthly salaries in other professions, such as teachers, can apply for non-immigrant visa extensions and work permits for employment in Thailand provided that the are able to provide an official letter of confirmation from a relevant government agency.

Thai Company Income Tax rates

Thai corporate income tax is a tax levied on the profits made by companies or associations. The general corporate income tax rate in Thailand is 30% for companies with a paid up share capital of more than 5 Million Thai Baht. The government has reduced corporate tax rates to promote specific business sectors and small and medium enterprises. The tax rate for companies with a paid up share capital not more than 5 Million Thai Baht at the end of its tax year shall be taxed at rate of:

Thai company shares

The structure of preference shares opposite ordinary shares in a Thai company is typically used to give control to a group of shareholders (foreigners) above another group of shareholders (Thai) in the company.

For now, Thailand has not changed the preference structure allowing foreigners as a minority shareholder to control a Thai limited company, however there is a discussion if preference shares and foreign voting rights in a Thai company should be used as a criterion in defining a Thai company foreign. In new regulations the government is currently discouraging foreigners to invest in Thai businesses by using Thai nominee shareholding structures, however has not issued restrictions on the use of preference shares and majority voting rights by foreign shareholders in a Thai company.

The Business Registration Rules are aimed at preventing the misuse of Thai nationals as nominee shareholders

Order of the Business Registration Office, Department of Business Development. Order No. 102/2549. Pursuant to the Order of the Business Registration Office No. 1/2538 Regulations for the Partnership and Company Registration B.E.2538, dated on March 13, 1995 (BE 2538), stipulates that the person, who desires to register a partnership and company limited, is subjected to submit the application form and the supplementary document complying to the appendix of the aforementioned Order;