Closing Down a Business Legitimately & Efficiently

With competition flooding the market and with more goods and services causing a surplus in supply, some businesses are bound to get left in the dust. This unfortunate but necessary part of a market economy can cause great stress upon a business owner. However as a business owner it is necessary and required to shut down a business as legally as possible to ensure that there is no legal blowback on top of the financial impact that has already occurred. The three most important steps to shutting down a business are as follows, pre-dissolution, dissolution, and liquidation.

In Thailand, you will require a combination of support from a legal services firm and an accounting services firm.

Firstly, there is pre-dissolution which normally involves the collection of all credit and the summation of all assets. Then it should be determined whether or not the company has enough assets in order to cover its liabilities. In Thailand, it is standard practice for business owners to wrap up any legal proceedings that may be pending before the closure of the company. Lastly, it is important that the business owner wait until tax refunds are issued in order to close the business. Your accounts need to be in order, and audited, prior to your company being closed down.

Secondly, the first step to dissolution in Thailand is organizing the shareholders to pass a resolution dissolving the company.  Said resolution must be accepted by at least 75% of the shareholders in order for it to be passable (and therefore legal). After the resolution has passed it is standard procedure for the shareholders to elect one or more liquidators which have no liability unless misconduct has occurred.  When dissolving a company, it is required to inform the Business Development Department (BDD) of the closure and all the company’s creditors MUST be notified.

A final audit must be made prior to the dissolution date which is prepared by the liquidator / accounting service provider. This audit must then be approved by the shareholders before it is submitted to the BDD. When it comes to value added tax (VAT) the dissolution application must be sent to the revenue department along with VAT filing forms for the past 2 years. If the revenue department were to find any irregularities in the documentation, it can request that the company hold of liquidation until the irregularity has been resolved.

Lastly, the process of liquidation, which begins after the dissolution date, involves paying off any extra debt and refund the remaining capital to shareholders. According to Thai law, a severance pay must be allocated to each employee if the dissolution is voluntary.

These three simplified steps are the basics of closing down a business in Thailand. There are various additional factors and considerations to take in to account, so please do consult with an expert such as Sutlet Group, who can handle both legal and accounting elements of this closure.

Considerations also need to be made regarding your visa and work permit, as these do need to be cancelled properly with the Ministry of Labour and Immigration, in order to prevent problems if and when you apply for new visas and work permits.

Written by Ben Henderson

Edited by Stuart Blott, General Manager, Sutlet Group

Is your work permit and visa legal?

As a provider of visa and work permit management services in Thailand, we are approached all the time by new clients who have grown suspicious of their previous service provider, with inconsistent fees charged for the same services every year.

The reason for this is clear once we inspect the clients paperwork - legally, they do not meet the criteria for their specific visa type or their work permit. They may have employed too few Thai staff, their registered capital may be insufficient to hire another foreigner, their company affidavit may be outdated and list Directors who are no longer with the company... BUT the previous supplier has 'worked' around this problem in a manner that is all too obvious.

Whilst the short term benefit is clear to the client (they have their visa and work permit) - the long term ramifications can be disastrous. Immigration and the Ministry of Labour have very clear requirements and checklists for the application and renewal of visas and work permits in Thailand, and do on occasion undertake checks of visas and work permits that have been granted. Under no circumstances should any individual or business try to obtain a work permit or visa without meeting all the necessary requirements.

If your service provider won't provide a clear list of the requirements, ask for one. It is important that you are confident that your status in Thailand is legal.

Written by Stuart Blott, General Manager, Sutlet Group Co., Ltd.

Sutlet Group manage PB Legal Services, who handle visa and work permit management, company registration  and other services in Thailand.

International marriage in Thailand - blessing or bureaucratic nightmare?

Getting married can stressful and worrisome as it is, but add into the mix a thick layer of international law and regulations to turn a headache into a throbbing migraine. But, with the right amount of determination (after all, you’re in love) and a forest’s worth of photocopied documents, it can be silky smooth!
The documents that will be required of the Thai spouse are as follows:

• Identification Card
• House registration
• Proof that the person is single

Documents required by foreign party:

• Copy of their passport & arrival card
• Affidavit regarding the marital status of the person from the respective embassy
• A translated copy of the affidavit to Thai certified by an approved Foreign Ministry Translator

Foreigners are strongly advised to check with their embassy first to see if there are any documents required by their embassy for the marriage to go ahead.

With these documents, it is then possible for both parties intending to marry by giving consent to each other to take each other as husband and wife publicly in order to have it recorded by the registrar. The main ways of giving consent in Thailand are:

• By affixing signature of the person giving consent in the registrar at the time of registration of the marriage.
• By a consent document with the names of both parties along with signature of the person giving consent
• By verbally declaring the marriage in front of two witnesses.

It should be noted that the application for registration for marriage can be filed at any district office or sub-district office nationwide regardless of the birthplace of the couple. When the marriage has been completed the female is required to get a new Identification card with 60 days. However, if it is not possible for the couple to file for marriage at the district or sub-district office, a registrar can travel to any location on behalf of the district office, per the couple’s request.

The marriage will be in effect only when registration and processing has been completed and the marriage registration certificate has been obtained as evidence. Now congratulations, you are successfully and (more importantly), a legally married couple!

Foreigners Marrying in ‘The Land of Smiles’

On the other hand, Thailand is universally praised for its white-sand beaches and beautiful oceans. With such a paradise at hand, it’s no wonder that so many couples from abroad come to Thailand to tie the knot in the glowing red sunset on the white beaches this country is so famous for. Thankfully, the process of registering marriages where both parties are foreigners is easy.

The foreigner couple in question must go to their embassies in Thailand in person with their respective passports and arrival cards in order to confirm that they are single. This declaration must then be taken to an official translation service to be translated into Thai. Once the declaration has been translated, all documents (including copies of passports) must be taken to the Legalization Division of Consular Affairs Department where the consular’s signature will be authenticated. This process usually takes 2 days but allow 4 days just to be safe. When processed these documents can then be taken to the registrar’s office where marriage certificates will be issued.

Marriage in ‘The Land of Smiles’ has been completed, now time to buy a house!

Written by Benja Henderson, Support, Sutlet Group Co., Ltd.

Retiring in Thailand

Thailand is an attractive location for many people when it comes to retirement, and understandably. Warm climate, excellent medical facilities, lower cost of living - all of these are key factors when considering where to be during those golden years.

There is a multitude of erroneous information online regarding retirement in Thailand, with many service providers seemingly more interested in receiving your retirement visa fees than actually serving your overall retirement needs.

Here is what you need to consider in order to make this big decision:

1. Your retirement visa(s)
First and foremost you require a retirement visa for each individual planning to retire in Thailand. The requirements to obtain this are actually very simple:

a) You must be at least 50 years old
b) You must have no prior criminal record in Thailand
c) You must pass medical requirements, specifically proving that you do not have leprocy, TB, drug or alcohol addiction, elephantiasis, syphilis stage 3).
d) Financial requirements must be met - in one of 3 ways with a supporting letter from your bank in Thailand:
i) You should have a bank balance, in Thailand, of Baht 800,000, with evidence that these funds have been in place for 3 months.
ii) You should have an original income statement proving that you have a monthly income (from a pension or similar) of Baht 65,000/month
iii) You should have a combination of the above two that total Baht 800,000/year

You will need to renew this visa every year and may be required to 'report' to Immigration every 90 days.

2. Medical facilities
Thailand is home to excellent medical facilities and hospitals, and most have good websites and international customer service teams that can advise you or provide more information if you require this. It is worthwhile doing some research if you have a specific condition that requires consistent care or attention.

3. Lifestyle
Your lifestyle in Thailand will depend very much on where you decide to live. Bangkok is busy and loud but home to excellent restaurants and activities. Chiang Mai is quiet, cooler and still has modern facilities. The southern islands offer the obvious beach and sea, but are also busy with tourists and often experience more crime. There are dozens of other options, and tens of thousands of foreigners choose to live in more remote, quieter areas of the country. The bottom line is that you can create any kind of lifestyle you want in Thailand.

4. Cost of living
The cost of living in Thailand is variable. It is not as cheap as many claim it is, as Bangkok boasts some of the worlds most expensive apartment space by square footage... but you CAN live very cheaply here. As a foreigner you cannot own a house in Chiang Mai unless it is purchased in a Thai name, but you can own an apartment. A modern, 3 bedroom house in Chiang Mai can be purchased for Baht 2.5 million, or rented for Baht 15,000/month, for example. A small 2 bedroom apartment in Bangkok will cost between Baht 15,000 and Baht 70,000/month depending on your standards.

5. Expat community
There is a thriving expat community in Thailand and it is very easy to make friends. Dozens of clubs, pubs and social groups can be visited or joined and the network of foreigners is very close here.

Retiring in Thailand is a viable option for you. Contact a professional advisor to assist with everything above, and you will make the transition very smoothly.

Written by Stuart Blott, General Manager, Sutlet Group Co., Ltd.

Starting a business in Thailand: the basics

Thailand has always been an attractive proposition for foreign business. Large businesses and small have been drawn here by the perceived low costs, cheap labour, great access to Asia-Pacific markets, strong infrastructure and what often looks like a market just waiting for your particular product or service.

For some companies though, what may at first seem like a paradise for business can soon turn in to a nightmare. Restrictions and regulations on foreign-national shareholding, work permit provisions and visa requirements can cause many small businesses to change tact and abandon plans before they have even started. Combine this with the obvious language barrier, and it can often seem impossible for some to achieve what they want.

This article will address some of the main areas of concern for businesses wishing to enter Thailand:

·         Special allowances

·         Company Registration and shareholding

·         Visas and work permits

·         Business basics

·         Ongoing management

Special allowances

Depending on your type of business and your nationality, you may be qualified in the eyes of the Board of Investment and/or Ministry of Commerce to obtain certain benefits with regards shareholding and potential tax breaks. For example, a US-National may hold a majority shareholding in a company in Thailand.

Company Registration and shareholding

The Company Registration process entails far more than it may seem at first, because it requires submissions at various government departments in a specific order to secure the company shareholding, affidavit, VAT registration, Tax ID, social security fund registration and others. Additionally, there are different requirements for each of these submissions. For example, to obtain your Tax ID, you will need a registered office and the Landlords ID and ownership papers.

Shareholding poses the greatest problem for small businesses, especially if you do not already have a trusted Thai partner. Most companies require a Thai-majority shareholding, with the foreign-national elements registered as 49% or less. However in some cases we would recommend a lower shareholding for the foreign-national owner, depending on the situation. Additionally, there must be a minimum of 3 shareholders. The use of nominee shareholders is illegal, so the Thai majority shareholder must be a genuine shareholder.

Visas and work permits

All foreign-nationals living in Thailand require a visa. All foreign-nationals working in Thailand require a work permit, and this includes voluntary work. Whilst your visa requirement will vary depending on your situation, and whether you are married to a Thai-National, the process will generally require paperwork from Thailand to be submitted at a Royal Thai embassy overseas.

Your work permit requirements will also vary, depending on your situation. General rules are that your company requires registered capital of Baht 2,000,000 for every work permit you require, and that you must employee 4 Thai-national employees for every work permit. There are situations where this is flexible though (registered capital of just Baht 1,000,000 is required for a work permit for a foreign-national married to a Thai-national) and regulations may vary slightly from region to region.

Business basics

Other important points to consider are your needs for office space. To register your company, and obtain Tax ID etc, you will require a registered office, serviced or otherwise. You will also require ID and documents from your landlord.

You will need to recruit staff, especially if you require a work permit (see above). This can be done easily utilising online recruitment websites that are specific to Thailand, of which there are several good ones.

Ongoing management

With a registered company, visa, work permit, office and team in place, you will be ready to start operating and generating revenue. It is important to ensure your office is managed in a structured manner, with strong HR policies and documents, including company handbook and employee contracts. Thailand may provide you with various management challenges at first, because business operates in a different way here compared to western countries. It is important that you vary your management style accordingly, if required.

Importantly, you must manage your accounting activities in the correct manner. This can be done in-house or by utilising a professional accounting firm. When you are trading, monthly submissions must be made to the government authorities, and an annual audit is also required. Even if you are not trading, but have registered for VAT, you must make monthly submissions.

Don’t forget also that your visa and work permit require constant attention, as you will need to report to Immigration every 90 days and renew your documents annually.

Conclusion

Starting a business in Thailand is a challenging but rewarding endeavour. It is better to get everything right first time, every time, so seek expert assistance if this makes you more comfortable.

Disclaimer: Please note that regulations in Thailand change from time to time. The information above was correct at the time of publication, but we recommend that you always consult with an expert for the latest regulations.

Welcome to Thailand Legal Services

Thailand Legal Services aims to provide an online resource for all issues related to legal services, work permits, visas and company registration in Thailand. Over the coming months and years we will explore legal service practices, trends, ideas and problems and then present solutions and views from a range of experts. Importantly, all articles and content posted here will relate specifically to Thailand and, where possible, will take in to account local knowledge, regulations and nuances.

Thailand Legal Services is produced by PB Legal Services, a leading provider of legal services in Thailand, and a Member of the Sutlet Group. To learn more about business in Thailand, don't forget to check out these informative blogs:

Thai Biz 101
Thailand Marketing
Thailand HR
Thailand Accounting & Finance