1.4.2 Foreign Company

Details
Aliens include (1) juristic person who does not register in Thailand, (2) juristic person who registers in Thailand, with capital of half or more belonging to the person or juristic person who is natural person without Thai nationality, or juristic person who is not registered in Thailand, and juristic person who is registered in Thailand with capital of half or more shall belong to (1) or (2) under the Alien Business Act. The alien shall not conduct some kinds of business. The alien can conduct business only when the alien receives permit or certification letter, as the case may be, divided into 3 Lists as follows:
• List 1: it is the business where the alien is not allowed to conduct due to special reason, including:
(1) Conducting business of newspaper, business of radio or television broadcast
(2) Doing farm or gardening
(3) Raising animals
(4) Forestry and processing woods from natural forest
(5) Fishery, especially catching aquatic animal in Thai waterways and in specific economic zone of Thailand
(6) Extracting Thai herb
(7) Trading and auction of Thai ancient objects or objects of historical value of the country
(8) Preparing for or casting Buddhist’s Image and making monk’s alms bowl
(9) Land trading
• List 2: It is the business concerned with safety or security of the country or that has an impact or effect on arts, culture, tradition, local handicraft, or natural resources and environment, the alien can conduct business of this type only when being given permission from the Minister by an approval of the cabinet, including:
Chapter 1: Business concerned with safety or security of the country
(1) Production, distribution, and maintenance
(2) Land transportation, waterway transportation, domestic air way, as well as domestic flight business
Chapter 2: Business that has effect on art, culture, tradition, and local handicraft
(1) Trading antiques, or art object which is art work and handicraft of Thai
(2) กา Production of wooden wares for carving
(3) Feeding silk, producing Thai silk, weaving Thai silk cloth, or making pattern of Thai silk cloth
(4) Producing Thai musical instrument
(5) Producing golden ware, silver ware, niellowware, stone golden ware, lacquer ware
(6) Producing chinaware which is Thai culture and art
Chapter 3 Business that affects natural resources or environment
(1) Producing sugar from sugarcane
(2) Doing salt farm and doing rock salt farm
(3) Doing rock salt
(4) Mining and explosion of rock or breaking rock
(5) Processing woods for making furniture and tools
• List 3: It is the business where Thai people are not ready to compete in conducting business with alien; the alien can conduct this business only when being permitted by the Director General by an approval from the Alien Business Undertaking Committee, including:
(1) Rice mill and producing flour from rice and farm plants
(2) Fishery only for feeding of aquatic animals
(3) Forestry from the planting forest
(4) Producing plywood, veneer wooden board, shipboard, or hardboard
(5) Producing lime
(6) Conducting accounting business
(7) Conducting legal service business
(8) Conducting architectural service business
(9) Conducting engineering service business
(10) Construction except for:
(a) Construction of facility which is basic service provided to the people such as public utility or transportation that must use tool, machine, technology, or expertise in the construction specially, with minimum capital of alien as from 500 million baht.
(b) Other types of construction as specified in Ministerial Regulation
(11) Doing business of brokerage or agent, except for:
(a) Being broker or agent to trade security or service concerned with trading in advance of agricultural goods or financial instrument or security
(b) Being broker or agent trading or providing goods or service that is necessary for production or service provision of state enterprise in the same group
(c) Being broker or agent trading, purchasing, or distributing or providing market, both domestically and abroad, for distributing goods produced in the country or imported from abroad which is characterized by the international business undertaking, with the minimum capital of alien as from 100 million baht
(d) Being broker or agent of other types as specified in the Ministerial Regulation
(12) Auction except for:
(a) Auction which is characterized by the bidding for trading internationally that is not the bidding of ancient object, or art objects, which is art work, handicraft or ancient object of Thailand or with historical value of the country
(b) Other kinds of auction as specified in the Ministerial Regulation
(13) Internal trading concerned with product or agricultural produce of local community where there is no law prohibiting.
(14) Retail trading of all kinds of goods with minimum capital totaling of less than 100 million baht or with minimum capital of each store of less than 20 million baht
(15) Trading of all kinds of goods with minimum capital of each store of less than 100 million baht
(16) Conducting advertisement business
(17) Conducting hotel business, except for hotel management service
(18) Guiding
(19) Selling food or beverage
(20) Conducting business of expanding or improving plant species
(21) Conduct other service businesses except for service business as specified in the Ministerial Regulation
In requesting for opening company, it is necessary to request for permission to bring alien to work, that is authorized director to sign in bringing alien to work in Thailand first
1. Alien who does not yet travel into the Kingdom, the alien who intends to work shall take following actions:
1.1. Contact embassy or Thai consul of the country where the alien resides in order to ask for suggestions and permission to enter into the Kingdom temporarily ( NON-IMMIGRANT VISA)
1.2. The employer in the Kingdom shall submit the application for work permit instead (Form of ThorTor. 3) and after the permission is given and informed, the alien shall then travel to the Kingdom in order to receive work permit and perform work
2. The alien who travels to the Kingdom already, who intends to work shall take following actions:
2.1. An alien who shall request for work permit under law on investment promotion or other laws such as Petroleum Act, Industrial Estate Authority Act, shall submit the application for work permit (Form ThorTor. 1) within 30 days as from the day when entering in the Kingdom or 30 days as from the day when being informed of permission to work under such law. In the meantime during the application for permit, the applicant shall work for the time being; the violation shall lead to punishment of imposing fine for not exceeding 1,000 baht (Section 35)
2.2. An alien who has residence in the Kingdom or who is given permission to enter into the Kingdom temporarily under immigration law, without being given permission to enter as the tourist, and is not the disqualified person or is not the forbidden person under condition as specified by the Minister, can work only when obtaining work permit already, by submitting the application for work permit under ThorTor. 1 Form (Section 7, 11); the violator shall be sentenced to imprisonment for not exceeding 3 months or shall be imposed with fine for not exceeding 5,000 baht, or both (Section 34).
The Procedure
Relavant Laws
No. List of Laws Laws
1 Alien Working Act, B.E.2551 (2008)
2 Foreign Business Act, B.E.2542 (1999)
3 Immigration Act, B.E.2522 (1979)
4 Civil And Commercial Code Book 3 Title 22 Partnerships And Companies
5 Ministerial Regulations: The Criteria And Procedure For Receiving Of Business License And Permit Time For Alien Business License Following On Section 7, B.E.2546 (2003)
6 Regulations Of The Ministry Of Commerce: Establishment Of Company Limited Office And Partnership Registration, Appointment Registrar, And Criteria And Method For Registration Of Partnership And Company Limited, B.E.2549 (2006)
7 Ministerial Regulations: The Criteria And Procedure On Business License Following On Section 17, B.E.2546 (2003)
8 Notification Of The Ministry Of Commerce: Application For Alien Business License Following On Section 17, B.E.2554 (2011)
9 Ministerial Regulations: The Criteria And Procedure For Receiving Of Business License And Permit Time For Alien Business License Following On Section 7, B.E.2546 (2003)
10 Notification Of The Department Of Employment: Place For Submission Of Application And Notification Of Employment Of Alien
11 Regulations Of The Office Of The Prime Minister: Requirement For Establishment Of Regional Office Of Multinational Company, B.E.2535 (1992)
Forms
No. List of Forms Forms
1 The application form Tor Mor 7
2 The application of registering company limited (the form of Bor Or Jor 1)
3 The memorandum of association (the form of Bor Or Jor 2)
4 The list of registering the establishment (the form of Bor Or Jor 3)
5 The objetive form (the form Wor)
6 The detail of committee (Form Kor)
7 The form of registering company limited certificate
8 The result notice of reserving the juristic name
9 The application form of using the name of juristic person in foreign language
10 The evidence of agreement to establish the company in order to operate the business from the related department
11 The account name list of shareholder (the form of Bor Or Jor 5)
12 The account name list of subscriber or the proxy for the meeting of business agreement with the signature
13 The minutes of meeting for establishing the company and the regulation (If any)
14 The evidence of receiving the share payment which issued by the company to the shareholder
15 The form of Sor Sor Chor 1
16 The map of headquarter officer location and the nearby significant place briefly
17 The document issued by the bank in order to certify or present the financial status of every shareholder who is Thai natioality
18 The document issued by the bank in order to certify or present the finanacial status of every shareholder
19 The consent letter of using the office location
20 The document of assertion to use the office location
21 The document issued by the bank in order to certify or show that the committee hasrecieved the share payment followign the amount as already paid
22 The document issued by the bank in order to certify or show that the company has already received the share payment which the committee collects
23 The confirmation letter of the asset ownership who will transfer the ownership in the asset to the company
24 The evidence showing the ownership of the company
25 The account showing the detail and the value of investing asset
26 The power of attorney
27 Identity card
28 The evidence of being the certified signature