26.09.2005 / 05:42
Formy podnikání v Thajsku
Common forms of business organization in Thailand are among Private Limited Company, Public Limited Company, Partnership, Joint Venture, Branch, Representative Office, and Regional Office. Anyway, the most popular form of business organization among foreign investors is the private limited company.
Private Limited Companies
A Thai private limited company may be wholly owned by foreigners. However, in those business activities reserved for Thai nationals, foreigners' participation is generally allowed up to 49%.
Thai law requires at least 7 shareholders at all time. The liability of the shareholders is limited to the par value of the authorized capital. The liability of the directors, however, may be unlimited if so provided in the company's memorandum of association or the articles of incorporation. The limited company is managed by a board of directors according to the company's charter and by laws.
Although there is no established minimum level of capitalization, the private limited company's capital must be sufficient to accomplish its objectives. All of the shares must be subscribed to, and at least 25% of the subscribed shares must be paid up. Both common and preferred shares of stock may be issued, but all shares must have voting rights. Thai law prohibits the issuance of shares with no par value; it also stipulates that only shares with par value of five Baht or above may be issued.
The registered capital of a Thai limited company may be increased by special resolution of the shareholders. The Articles of Association may include provisions for classing of shares, rights to nominate directors, greater-than-majority voting and quorum requirements, directors' proxies and circular board resolutions.
Public Limited Companies
The provisions of the Limited Public Company Act of 1992 allow a private company to be converted into a public company. The size of the public shareholding block is dealt with in the SET listing requirements. Only public limited companies may issue shares to the public. All companies wishing to list their shares on the Stock Exchange of Thailand (SET) (including, among others, BOI promoted companies who as a condition of promotion agreed to offer shares to the public after commencement of operations) must obtain approval of and file disclosure documents with the Office of the SEC to sell shares to the public, and then obtain SET approval to list their shares. Public offerings of new shares are subject to approval under the Securities and Exchange Act, which came into force in 1992.
Some of the features of a public limited company (as distinct from private limited companies) include no restrictions on the transfer of shares (except to satisfy statutory or policy ceilings on alien ownership), no director's proxies allowed, no circular board resolutions allowed, directors elected by cumulative voting (unless the articles provide otherwise), at least 50% of the directors must reside in Thailand, and board meetings must be held at least once every three months. Directors' liabilities are substantially increased.
Three types of partnerships in Thailand differ principally in the liability attached to each:
· An unregistered ordinary partnership has partners who are all jointly liable, without any limitation on the partnership's total obligations. A new partner in an unregistered ordinary partnership becomes liable for all obligations incurred by the partnership before or after his association with the partnership. This type of partnership is not a legal entity and is subject to taxation as if it were an individual.
· A registered ordinary partnership is a juridical entity having a separate and distinct personality from each of the partners by virtue of its registration with the Commercial Registrar. A registered ordinary partnership is treated as a corporate entity for income tax purposes.
· A limited partnership is one in which there are one or more partners whose individual liabilities are limited to their respective contributions, and one or more partners jointly liable without any limitation
A joint venture may be described in accordance with general practice as a group of persons (natural and/or juristic) entering into an agreement in order to carry on a business together. It has not yet been recognized as a legal entity under the Civil and Commercial Code. However, income from a joint venture is subject to corporate taxation under the Revenue Code, which classifies it as a single entity.
Branch of a Foreign Corporation
A company incorporated under foreign laws may establish a branch office to do business in Thailand. Branch offices are required to maintain only those accounts relating to the activities of the branch in Thailand. It is important, however, to clarify beforehand what constitutes income subject to Thai tax because the Revenue Department may consider revenues directly earned by the foreign head office from sources within Thailand as subject to Thai tax.
As a condition for approval of an Alien Business License to a branch of a foreign corporation, minimum capital amounting to a total of three million Baht must be brought into Thailand. This amount may be changed by subsequent Ministerial Regulations
A branch office may exist for an indefinite period up to its date of dissolution.
Representative Office of a Foreign Corporation
A foreign entity may establish a representative office in Thailand to engage in limited non revenue-earning activities. These activities are restricted to:
· searching for local sources of goods or services for its head office,
· inspecting and controlling the quality and quantity of goods procured by its head office,
· providing advice in various fields relating to products directly sold by its head office to local distributors or consumers,
· disseminating information about new products and services of its head office, and
· reporting to its head office on local business developments and activities.
The minimum capital contributions discussed in respect to branches are also applicable to representative offices.
Regional Office of a Multilateral Corporation
A multinational corporation may establish a regional office in Thailand to engage in limited non revenue-earning activities. These activities are restricted to:
· contacting, coordinating, and supervising the activities of affiliated businesses in the region, and
· providing services to affiliated branches or subsidiaries such as: advisory and management services; training and personnel development; financial management; marketing control and sales promotion; and product research and development.All expenditures incurred by the regional office must be borne by the head office of the multinational corporation. The working capital requirements discussed in respect to branches are also applicable to regional offices.