Business in Thailand for Indians

 

As an Indian citizen, if you are planning to start your business in Thailand, there are plentiful options. For instance, the digital economy of Thailand is growing rapidly. This single section holds a multitude of business options for Indian business owners, entrepreneurs, or startups. Apart from this, the manufacturing and tourism industry also extends loads of opportunities for business aspirants from the Indian subcontinent. In this article, we will discuss primarily the best business options in Thailand for Indians who are interested in penetrating the digital and/or production or manufacturing industry of Thailand.

Business for Indians in the Thai Digital Economy

E-commerce Business

Digital Marketing Agencies

Digital Platforms

Business for Indians in the Thai Industrial Sector

Automobile Industry

Food Industry

Other Production or Manufacturing Businesses

The Bottomline

Best Business in the Thai Digital Economy for Indians

According to the Bangkok Post, Thailand’s gross domestic product (GDP) benefited 2.1 billion baht from the digital economy in 2022, a rise of 1.9% from 2.04 billion baht the year before. The true expansion rate of the Thai digital economy in the last two years is around 12.1%. The Royal Thai Government expects that the digital economy is going to contribute 30% to the GDP by 2027.

Therefore, to boost this growth, the Board of Investment of Thailand in association with the government and other pinnacle agencies is bringing forth various policies. These policies are the schemes and privileges that foreign investors in Thailand receive as support for their business in the kingdom. Normally, these schemes involve tax and non-tax benefits.

Go through our article to know all about the BOI benefits for Diigital Agency Startups in Thailand.

With a growing digital economy backed up by a robust digital infrastructure and facilities, Thailand has the following business options for Indians:

E-commerce Business (preferably Grocery, Food and Jewelry)

Starting an e-commerce business in Thailand is a great option to penetrate the digital economy of Thailand. Ever since the announcement of the COVID-19 lockdowns, Thai citizens have started to rely on digital platforms for shopping for their daily essentials. Many times, they also order luxury goods like gems and jewelry via online shopping platforms.

As this is the beginning of the expansion period of the Thai digital economy, there is a lot of space for the co-existence of multiple similar businesses in the kingdom. The kingdom has a population of approx. 72 million till January 2023, out of which 53% of the population are familiar with online shopping. Isn’t that a huge market to tap into?

Digital Marketing Agencies

Digital marketing agencies in Thailand are one of the most sought-after businesses. It is because of the rapid adaptation of Thai citizens to digital platforms. To meet this requirement, Thai companies are in need of digitalization of their marketing and communication processes. 

Although digitalization in Thailand started in 2016, yet, it became a practice in India much earlier than that. Therefore, the understanding of the concept is much clearer to Indian citizens which can facilitate their process of identifying the proper digital requirements and providing the necessary solutions.

Digital Platforms

This business section comprises various types of fintech, online teaching and learning, and travel booking services. Although the avenue and scope are not restricted to this much. Investors can come up with new ideas to develop digital platforms in Thailand that can add value to the Thai digital economy.

Any type of project holding innovation, uniqueness, and inclusiveness in their idea can be eligible for tax and non-tax incentives from BOI Thailand. Such benefits often comprise tax holidays, ease in obtaining work permits, no restrictions on recruitment of foreign employers, and chances to hold 100% foreign ownership of the Thai business.

Best Business in the Thai Industrial Sector for Indians

Growing at the rate of 4% CAGR, the industrial or manufacturing sector of Thailand holds a lot of potential for Indian investors. Spread across different verticals of the automotive industry, food processing, textile industry, chemicals, and petroleum, Thailand has a vast expanse for Indian investors to explore. Following are the brief insights of some of the preferred or best business verticals in Thailand for Indians:

Automobile Industry

The vehicle production rate in Thailand is projected to grow by 2.1% YoY. This is a good volume to explore and this growth is evident for the following reasons:

1. Thailand is one of the top 10 nations in the world in terms of automobile manufacturing.
2. The kingdom is the 4th largest auto assembly and export hub in Asia.
3. The volume of vehicle exports in July 2023 went up by 30% YoY.

Competing with global giants like Japan, China, and Germany, Thailand has a great impact on the global automobile industry. Additionally, many automobile production giants like Toyota, Nissan, Honda, and Mitsubishi have shifted their production units to Thailand from other SE Asian nations.

Food Industry

For your information, the agriculture industry of Thailand contributes greatly to the Thai GDP. Being rich in agricultural resources, the kingdom can give you a wide range of opportunities in the food industry. This industry is especially beneficial for Indians because of the following reasons:

1. Being an agro-centric economy, Indians have a better understanding related to agricultural products and their processing.
2. The Thai food industry has not reached stagnation and is growing year after year due to the increase in the influx of foreigners in the kingdom with different food tastes and preferences.

Apart from food processing, this industry also offers foreign investors the option of starting eateries and restaurants in Thailand. If this interests you, read our article to start a restaurant in Thailand.

Other Production or Manufacturing Businesses

Thailand is rapidly developing itself as the manufacturing hub of Southeast Asia. This is due to its growth in terms of industrial infrastructure and the various government schemes that are promoting manufacturing as one of the target activities for the development of the Thai economy. This is one of the reasons that production or manufacturing is the best business option in Thailand for Indians.

In one of the recent announcements, BOI Thailand declared biotechnology, nanotechnology, and clinical technology as activities of interest for the growth of the Thai economy. Therefore, if your production or manufacturing business focuses on any of these activities, in addition to the government benefits, you will receive great business exposure as well. Let us help you with the ideas of some similar businesses.

• Production of eco-friendly chemicals or polymers
• Manufacture products from eco-friendly chemicals or polymers
• Manufacture of raw materials and/or essential materials for molecular biological research
• Production of fuels from agricultural products, scraps, wastes, or garbage
• Manufacturing of modern agricultural products like fertilizers, irrigation systems, or tracking devices

Any of the above-mentioned business activities will readily attract benefits of up to 13 years of tax holiday along with various other benefits from BOI Thailand.

The Bottomline

Have you read till here? Then, by now you must have got the idea of the type of business that is going to be suitable for you. After deciding the type of business you will do in Thailand, it is essential to have local Thai support by your side. It is because of the mandate of having a Thai partner for foreign investors and decoding the complex Thai regulations.

As an Indian investor, it is very likely that you will have your legal and accounting professionals on board. But, contrarily, it is very unlikely that they will have a competent understanding of Thai legal norms and regulations. For that, you will need a competent and reliable Thai corporate law and accounting firm.

However, in addition to educating you on the Thai business landscape, we can help you incorporate your business in Thailand with our elegant corporate law and accounting services. Email us your business idea at officer@konradlegal.com and our team of professionals will get back to you within one business day.

How can Singaporeans Register Business in Thailand?

 

There are various factors that make Thailand and Singapore comfortable for investors of either region to do business in. The bilateral trade treaties make the process of Company Registration in Thailand easy for Singaporean business owners. Furthermore, both these companies complement each other in various sectors, hence, boosting these bilateral ties.

Are you an Investor from Singapore? Then now is the time to register your business in Thailand. Singapore is the leading financial hub in Southeast Asia and a well-liked location for foreign investors to set up regional offices. The second-largest economy in ASEAN and a major producer of exports is Thailand.

Relationship between Thailand and Singapore

Thailand and Singapore share healthy and mutually beneficial economic ties. With an investment of US$11.85 billion, Singapore was the second largest foreign investor in Thailand in 2022 just after China. Singapore holds a total stock of US$24.9 billion in direct investments in Thailand. It is mostly in the real estate, manufacturing, wholesale and retail trade, banking and insurance services, and manufacturing sectors.

Bilateral trade increased by 31.9% over the same period last year. Its value is S$21.6 billion (US$15.7 billion) through the first half of 2023. Gems and jewelry, unwrought gold, refined oil, circuit boards, computer equipment and components, and other industrial goods are among the main Thai exports to Singapore. Computer hardware and components, chemicals, refined oil, circuit boards, jewelry, diamonds, and bullion and gold are the main exports from Singapore to Thailand.

The nature of agreements between the nations clearly reflects that the Thai government is readily embracing Singapore’s top strategies. Most importantly, this is to encourage investment and effective regulation. As the two nations’ relations deepen, Thailand will be better able to transform its economy towards innovation and services. Furthermore, business owners and investors from Singapore with headquarters here will have access to a significant regional economy.

So isn’t this appealing enough? Therefore, both nations are well set to collaborate with each other in mutual development. So, why should you fall back on availing of the benefits? 

Here is the process to do business by Company Registration in Thailand as a Singaporean! 

Company Registration in Thailand for Singaporeans involves a specific process with the following general steps:

• Foreign Business License (FBL) Application: As a Singaporean, you will need to obtain a Foreign Business License in Thailand. This is mandatory to engage in certain business activities. Furthermore, the FBL is mandatory for most types of businesses unless they fall under specific exemptions.
• Business Activities Check: Make sure the business you want to set up is not on Thailand’s restricted or prohibited list. Note that, some businesses are limited to Thai nationals or require special permits.
• Company Name Reservation: Choose a unique company name and reserve it with the Department of Business Development.
• Memorandum of Association (MOA) and Articles of Association (AOA): Prepare the MOA and AOA in Thailand. This must outline the company’s structure, objectives, and rules.
• Shareholders and Directors: Identify the shareholders and appoint directors. As a Singaporean citizen, you can be a shareholder and director of the company.
• Registered Office Address: You’ll need to have a registered office address in Thailand for official communications.
• Submission of Documents: Submit all required documents, including the FBL application, MOA, and AOA, to the Department of Business Development.
• Registration and Tax ID: After approval of your application and documents, you’ll receive a company registration certificate and a tax identification number.
• VAT Registration: Depending on your business activities, you may also need to register for Value Added Tax (VAT) with the Revenue Department.

You should note that there are various bilateral trade treaties between Thailand and Singapore. Availing them will help you ease the process of company registration in Thailand. For any and all types of professional legal help for company registration in Thailand, email us at officer@konradlegal.com. Our team will get back to you within 1 business day.

What are the Rights and Responsibilities of Company Director in Thailand?

 

This is a basic overview of the rights and responsibilities of a company director in Thailand.

In Thailand, each corporation is required to have at least one director who will oversee the company’s operations in accordance with its bylaws and annual shareholders’ meeting.

Role of a Company Director in Thailand

• Deciding by voting at the board meeting
• Deciding on matters required by laws or proposed by the management
• Setting goals, policies, and strategies
• Monitor, oversee, and evaluate

Eligibility to Become a Company Director in Thailand

The qualifications for an individual to be a director are:

• Must be at least 20 years old
• Not incompetent or bankrupt
• Can be a resident or non-resident

Appointment of Company Director in Thailand

The general shareholder meeting has the power to elect directors. A new director for the corporation may only be appointed by the majority of shareholder votes. After the election is complete, an individual earns the position, rights, and responsibilities of a company director in Thailand.

Resignation of Company Director in Thailand

Any director who wishes to resign must submit a resignation letter to the company in accordance with section 1153 of the Thai Limited Company Law, and the resignation is effective as of the day the letter is received by the business. Resigning directors may also inform the Registrar of their resignation.

The director’s declaration to resign from his position as a corporate director must be included in the resignation letter and must be signed by the departing director.

Removal of a Thai Company Director

A general meeting resolution that removes a director may be adopted.

If a director refuses to sign the resignation letter, issues may occur when removing them. A shareholder resolution to fire the director should be secured if this occurs.

The company must file the registration to the Ministry of Commerce within 14 days of a change in the board of directors.

Duties of a Thai Company Director

Statutory Duties

The duties of a director in a Private Limited Company in Thailand include:

• Manage the company according to their experience and knowledge
• Make sure that shareholders make the payment of shares
• Organize the keeping of books and documents
• Distribute the dividend or interest payments
• Enforce the decisions in the shareholders’ meetings
• Not undertake commercial transactions of the same nature as, and competing with the company, either on his own account or of a third person
• Not be a partner with unlimited liability in other companies of the same nature as or competing with the company

In addition to the above, Public Company Directors have the entitlement to some more duties like the following:

• Observing the Public Companies Act, the company’s objects and articles of association
• Not engage in any business in competition with the company
• Where a director purchases or sells property or does any business with the company, such transactions do not bind the company, unless approved by the board of directors

Fiduciary Duties

The fiduciary duties of a director are to:

• Act in good faith and in the best interests of the company
• Act with proper intentions
• Avoid conflict of interest between personal and company matters

Powers of Thai Company Directors

• Although there may be vacancies among them, the remaining directors may still act. However, if and for as long as their number falls below that required to constitute a quorum, the remaining directors may only act to call a general meeting of the company or to increase the number of directors to that number (section 1159).
• Directors may determine the quorum for the transaction of business at their meetings. However, in case of no quorum, three directors must form the majority when there are more than three directors (section 1160).
• At every board meeting, a majority vote settles the questions. However, in the event of a tie vote, the chairman has a casting vote (section 1161).
• A director may convene a board meeting at any moment (section 1162).
• The directors may choose one of their members to preside over meetings. Additionally, they can set the tenure of his/her term in office in the absence of a chairman (section 1163).
• Any authority held by the directors is subject to transfer to management or committees made up of other directors. Every manager or committee must follow any directives or rules that the directors may impose on them when exercising the authority entrusted to them (section 1164).

Liabilities of a Thai Company Director

If a director doesn’t carry out their duties or responsibilities, they may face termination, face financial penalties, or have to pay the firm, their shareholders, or other parties that suffered losses.

If the director’s negligence causes a criminal offense, such as public cheating and fraud, defamation, document forgery, or currency counterfeiting, the offense is due to the director’s action or negligence in order for the director to be criminally accountable.

According to Section 1169 of the Civil and Commercial Code, the company or, in the event the company declines to act, any shareholder, may file claims against the directors for compensation for harm they caused to the firm.

In the event that the company’s creditors have unresolved claims against it, they may also enforce such claims.

In order to avoid any duty violations, it is crucial that you understand the functions and responsibilities of a director, who are a necessary component of any Thai firm. 

However, to be a Director of a Thai company, you must register your company in Thailand. Are you aspiring to be one? 
Contact Konrad Legal Company Limited for complete support and coordination in the process with expert company registration services in Thailand. Email us at officer@konradlegal.com and our team will get back to you within one working day! Additionally, we can also help you through the process of maintaining decorum and executing all the rights and responsibilities as a company director in Thailand.

How to Find the Top Corporate Law Firm in Thailand?

 

Have you recently moved to Thailand and planning to register a company or your existing business in Thailand? Then you must have the best corporate law firm in Thailand by your side!

To start with, let us suggest you something – “It’s never true, that law firms giving high quotes for their services are the best ones in Thailand”. Don’t get carried away by the sophistication of talks and the process of starting a conversation or deal. You may suffer delay or transactional setbacks in later stages. Do your research properly!

We, as a leading corporate law firm in Thailand, feel that even if you hesitate to reach out to us, you should make a well-informed and wise decision in making your selection. To support our feeling, we have shared some points that will help you take the best decision.

Ask the Internet – “Best Corporate Law Firm in Thailand”

Now we all have “the internet” in our pockets. Simply ask Google or Safari for the “best corporate law firms in Thailand”, by typing the same on the search bar or doing a voice search. Within a fraction of a second, you will be able to see a non-exhaustive list of law firms and corporate lawyers in Thailand. 

But the results that are ranking on top in the search engines may not be the ones you are looking for!

Have you gone through the reviews? That should be your first target to check upon. Check the reviews and try to identify how many of them sound natural to you. Remember that to rank up in search engines many businesses and organizations use resources to get paid reviews. So comments in the reviews that sound highly professional and perfect in English needs to have your consideration of their genuineness.

Check the reviews and try to match the statements of the reviewers with your case or the service that you require from that law firm. If you can find a resonance, you can proceed and contact them.

Seek References and Recommendations

In this case, two types of your acquaintances can help you out. First, any of your family members or friends who is/are living here in Thailand. Second, any of your business connections who have their branches, affiliations, units, or associates operating here in Thailand. This will be the most trustworthy source of information to help you find the “Best Corporate Law Firm in Thailand.

If you have this option active, then there is no need to rely on any other source of information or do any further research. However, there can be times when the referred or recommended lawyer, law firm, or agency may not be appropriate for your requirement.

In that case, you can take reference from the law firm that your acquaintances have referred you for. Being a unit in the circle of trust, they will surely help you with the correct information and connect you with the right professional.

Cross-check with the Authorities

Every law firm or agency holds a registration number in Thailand. The same goes for lawyers as well. This is a global practice. Therefore, after getting convinced about the ability of any law firm or agency, or lawyer in Thailand, do check their authenticity. There are certain websites of relevant authorities that can help you find the difference. Let us help you with the links –

To check Corporate Law Firms in Thailand: Department of Business Development Data Warehouse

To check Lawyer Profiles in Thailand: Lawyer Council of Thailand under Royal Patronage

These two are the most trustworthy sources to check the authenticity of any corporate lawyer or law firm in Thailand. If you can’t see the name of the Thai law firm or lawyer listed in these databases, be assured that they are not registered entities and are carrying on their business illegally.

Be True to Share your Plans and Bold to Ask Questions

After completing all of the above stages, you can be apparently confident that you have found the best corporate law firm in Thailand. But, never be assured that this is going to be the best. It is because once you start believing this, you will fail to gain the confidence to ask questions.

Your corporate lawyer can help you only if you are able to disclose your business plan clearly. For example, merely stating that “I want to do manufacturing business in Thailand” will never work. You should state your objectives very clearly – “I want to start a production unit in Bangkok to manufacture automobile parts”. 

The more clear you can be in sharing your plans, the better suggestions and advice can you expect from your lawyer. Additionally, you may receive suggestions for benefits like:

• Promotions from the Board of Investment Thailand
• Industrial Estate Authority of Thailand Privileges
• Bilateral Trade Treaty Benefits like the US-Thai Amity Treaty

After you share your requirements in detail, the corporate lawyer will now be able to guide you with the best options. Now after patiently listening to all the advice, suggestions, and guidance of the lawyer you approach, feel free to ask him/her/them the following few questions:

– Have you registered such a type of company before?

If Yes, ask for references. They may talk about non-disclosure agreements, but still, they can share the name of the company with you.

If No, ask, have you registered any similar business structure earlier?

– Do you have strong relations with Thai authorities?

If Yes, then there’s an assurance that your process is going to be complete very fast. However, no need to dive into demotivation if the answer is No.

– How many similar types of company registration requests do you receive in a month?

– Will you be able to appoint a dedicated officer or legal professional for my task?

– What is the minimum and maximum time that you need to complete my registration process?

– Can you help me with a simple outline of the cost involved in the process?

While receiving the answers, keep the following things under observation:

• Was the reception warm enough and you were feeling comfortable in the premises and company?
• Were the lawyers confident enough in disclosing their capabilities and answering your questions?
• Were they able to answer all your queries in a single sitting or did they take any break during the session?
• Were they listening to your explanations about the task patiently or interfering in your speech?
• Did they postpone some of the answers that they will deliver at the next meeting or over email or call?

Overall, you have to trust your instincts in this case. If you feel comfortable and gain confidence in the capabilities of the firm you approach after researching or gaining references, you may proceed.
However, if all these seem difficult, you may email us at officer@konradlegal.com.

We are a Department of Business Development of Thailand registered corporate law firm in Thailand since 2013. We patiently listen to our client’s requirements and then share our capabilities by which they can easily achieve success in their business objectives. To date, more than 1000 companies got benefitted from our services. Want to be the next one? Write to us!

How to Buy Business in Thailand?

 

Although buying an existing firm is a common possibility for entrepreneurs, starting a new business in Thailand is frequently the first option. If you buy a business in Thailand, it has several benefits because it will be fully incorporated and prepared to launch or continue operations. Also, obtaining a work permit in Thailand and immigration benefits can go more smoothly than starting a new company.

In this article, we’ll look at some of the important factors to take into account while deciding how to buy a business in Thailand.

• If you don’t have much time to read through this article, let us help you with some precautions that you must take when you buy a business in Thailand – 
• Do the right due diligence before buying an existing business.
• Check that you buy the business formally through business purchase agreements or share purchase agreements.
• After you are done with the purchase, you have to complete the following tasks mandatorily:
  • Finalize and register the share transfer, 
  • Change the directors, and,
  • Make changes to the company’s structure, such as new articles of incorporation and a shareholders’ agreement.

Now, if you want to know more, continue reading our knowledge-rich article on how to buy a business in Thailand!

Before going deep into the process of buying a business in Thailand, let us first update you on the advantages and disadvantages of doing so. This will help you make the right decision!

Advantages of Buying a Business in Thailand

• The initial work necessary to launch the business will already have been finished.
• It may be easier to secure money as the business will have an established record.
• For the good or service, a market will already be established.
• There may already be a customer base, a steady income, and a solid brand reputation.
• You should be able to use the experience of current personnel.
• Many of the issues will have already been identified and fixed.

Disadvantages of Buying Business in Thailand

• It frequently takes a substantial capital commitment to buy an existing firm.
• To help with cash flow, many months’ worth of working capital will be needed.
• You might need to uphold or renegotiate any unfulfilled agreements the last owner made.

What Should You Consider When You Buy a Business in Thailand?

When you buy a business in Thailand, DO consider the following aspects:

1. Due Diligence
2. Contract Drafting and Review, and,
3. Company Restructuring and Registration

Due Diligence to Buy Business in Thailand

Similar to buying real estate in Thailand, doing your homework is crucial when purchasing an existing business. Due diligence gives prospective buyers the chance to check important information about the target company.

The areas that must fall under your scanner of due diligence are as follows:

• The company registration details, 
• Current shareholder list, 
• Current director(s), 
• Business balance sheets and bank statements,
• Employment contracts and all other contracts signed/entered into,
• Inquire about any potential disputes the company may be involved in.

A proper due diligence process must include a background check to see if it has any tax debts or financial legal actions, such as bankruptcy.

Contract Drafting and Review

The next step is to create and prepare the business purchase agreement/share transfer agreement and the contract outlining any other terms and conditions for the sale of the company if the due diligence process proceeds smoothly with the approval of the transaction.

Content of Business Purchase Agreement

You must follow a legal process when buying a business, that starts with a Business Purchase Agreement. With a business purchase agreement, you can buy a firm with certainty. If you are purchasing shares of the company that owns the firm, this sort of transaction must hold a Share Purchase Agreement (SPA).

Such an agreement requires the buyer to acquire the business in accordance with the terms and circumstances of the agreement. A SPA frequently includes the following terms:

Term 1: Party Identification

The mention of this clause is at the start of the business purchase agreement. It includes the full names and addresses of the buyer and vendor.

Term 2: Description of the Business

This is a description of the business’s operations along with other legal representations and warranties. This description should contain an attestation confirming the seller’s legitimacy as the seller of record for the sale.

Term 3: Financial Details

This includes information about the purchase price, any deposits the seller may have requested, and the time and date of the transfer.

Term 4: Details of the Sale

It is crucial to specify the type of sale, along with the inclusive and exclusive assets in the deal. This clause will also contain a section on property transfers that describes the state and cost of assets including machinery, tools, and property.

Term 5: Covenants

This will include information about the seller’s closing-related obligations, such as taxes, debts, fees, benefit transfers, and salary. You can also mention buyer and seller contracts in this section, as well as safety measures like a non-compete clause.

Term 6: Transfers and Obligations

You and the seller must understand who is in charge of what, including the seller’s position, new employee training, and customer obligations. You can specify that the finalization of a bill of sale is mandatory to complete a transaction.

Term 7: Closing

The business purchase agreement must mention the logistics, the closing date, and the time in detail. It also carries out title transfers and stipulates the payable amount of money at closing.

Term 8: Warranties

The premises and equipment must be under warranty in compliance with all applicable laws and regulations as of the closing date. You should also ensure that payment of all taxes is up to date. This tactic guarantees that both the buyer and the seller engage in a transaction in good faith.

Company Restructuring and Registration

It will be necessary to make some structural adjustments to an existing business when buying it in order to give the buyer full ownership.

The “transfer of shares” and the “replacement of the company directors” are the two most important necessities in this process.

How Will You Transfer Shares When You Buy Business in Thailand?

This process comprises the following steps:

Step 1: Execution of Share Transfer Instrument

The transferee and the transferor must sign a “Share Transfer Instrument” in order for the process to begin. The Share Transfer Document must have the names of the transferor and transferee, the number of shares, and the share numbers. Both parties must sign the document with a minimum of one witness.

Step 2: Update Shareholders Register

After the successful deal, modification of the company’s shareholders registry is mandatory. Additionally, the purchaser and seller must report these changes to the Ministry of Commerce of Thailand. Without completing this step, the share transfer holds an invalid status.

Step 3: Issue New Share Certificate

The Thai Limited Company must issue a share certificate to the transferee.

Step 4: Pay the Stamp Duty

In Thailand, payment of stamp duty is mandatory before the transfer of shares. Charges for Stamp Duty is 1 Baht for every 1,000 Baht, or fraction thereof, of the paid-up value of shares.

Replacement of Company Directors

One can complete this process in the following steps:

Step 1: Conduct a Board of Directors Meeting

In order to pass the resolution about the change of the company’s director and/or the authority of the director, the Board of Directors often needs to call for a shareholders’ meeting.

There won’t need to be a resolution from the shareholders’ meeting if the company’s articles of association allow the board of directors to alter the director’s authority.

Step 2: Organize Shareholders’ Meeting

Businesses must provide shareholders with enough notice before the meeting. Also, the notice must be printed no later than seven days before the meeting date in a local newspaper.

Also, stockholders whose names are on the shareholder registry must get a notice through registered mail. If the registered mail was delivered to the shareholder at the given address, it will be presumed to have been received. Seven days before the meeting, this must be completed.

Only if one-fourth of the company’s shareholders are present can the shareholders’ meeting be held.

Unless otherwise specified in the notice to call for the shareholders’ meeting, the shareholders must receive the notice at least seven days prior to the meeting.

Step 3: Obtain Director’s Signature

The required forms will be filled out once the Board of Directors meeting or the shareholders have authorized the change of directors. The director must sign the documents with consent from other authorized directors of the company. Please take note that the director must physically be present in Thailand in order to sign the necessary paperwork. It is mandatory to complete this formality within 14 days from the date of resignation of the previous directors.

Step 4: Register the Change to the Department of Business Development

The forms must be submitted to the Department of Business Development once they have been filled out and signed. The business must modify its company affidavit to reflect the change in staff within 24 hours of the filing.

After 14 days of the transition, the authorized “former” director must fill out the application forms at the Department of Business Development for changing the director and/or the authority of the director, along with copies of the ID cards and passports of the new and old directors (signed).

The Process of Company Restructuring is as follows:

To register the company’s restructuring, it is mandatory to finish or prepare the following procedures, legal paperwork, and official forms:

• Performing the share transfer,
• Registration of a new shareholder list, 
• Changing the company directors,
• Registration of the new board of directors, 
• Drafting a company resolution to authorize the new owners to access the corporate bank account, 
• Any amendments to the company structuring, such as new articles of associations and shareholders’ agreements.

Now, if you have read up to here and are really about to initiate your process to buy a business in Thailand, let us help you with this. With more than a decade of experience in helping investors successfully register their ventures in Thailand, our expertise is going to make your task easier. Email us your queries at officer@konradlegal.com.