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Forming a Company
In order to set up a limited company in Thailand, the following procedures should be followed :
Corporate name reservation. The name to be deserved must not be the same or close to that of
other companies. Certain names are not followed and therefore the
name reservation guidelines of the Commercial Registration Department
on the Ministry of Commerce should be observed . The approved corporate
name is valid for 30 days. No extension is allowed.
File a Memorandum of Association
A Memorandum of Association to be filed with the Commercial Registration
Department must include the name of the Company that has been successfully
reserved , the province where the company will be lacated, its business
objectives , the capital to be registered ,and the names of the
seven promoters. The capital information must include the number
of shares and the par value. At the information step, the authorized
capital, although partly Paid , must all be issued.
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Although there are no minimum capital requirements, the size of
the capital should be respectable enough and adequate for the intend
business operation.
The Memorandum registration fee is 50 baht per 100,000 baht of registered
capital. The minimum fee is 500 baht , the maximum 25,000 baht.
Convene a Statutory Meeting
Once the share structure has been defined , a statutory meeting
is called. A minimum of 25 percent of the par value of each subscribed
share must be paid .
Registration
Within three months of the date of the Statutory Meeting , The directors
must submit applications to establish the company, Company registration
fees are 500 baht per 100,000 baht or registered capital . The minimum
fee is 5,000 baht; the maximum fee is 250,000 baht
Tax Registration
Businesses liable for income tax must obtain a tax I.D. card and
number for the company from Revenue Department within 60 days of
incorporation or the start of operations. Business operators earning
more than 600,000 baht per annum must register for VAT within 30
days of the date they reach 600,000 baht in sales.
Reporting Requirements
Firms must keep books and follow accounting procedures specified
in the Civil and Commercial Code, The Revenue Code and the Accounts
Act. Documents may be prepared in any language, provided that a
Thai Translation is attached.
Imposition of Taxes
Companies are required to withhold income tax from the salary of
all regular employees.
A value-added tax of 7 percent is levied on the value added at each
stage of the production process, and is applicable to most firms.
The VAT must be paid on a monthly basis.
A specific business tax is levied on firms engaged in several categories
of business not subject to VAT, based on gross receipts at a variable
rate ranging from 0.1 -3.0 percent.
Corporate income tax is 30 percent of net profits and is due twice
each fiscal year. A mid-year profit forecast entails advance payment
of corporate taxes.
Annual Accounts
A balance sheet must be prepared annually. The performance record
is to be certified by the company auditor, approved by shareholders
, and field with the Commercial Registration Department, Ministry
of Commerce , within five months of the end of the fiscal year,
and with the Revenue Department, Ministry of Finance, within 150
days of the end of the fiscal year.
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Types of business organization
Thailand recognizes three types of business organizations :
Sole proprietorship
This is a firm owned by a single individual which is not incorporated.
All of the proprietor's assets , both business and personal,are
subject to attachment or other legal actions which may be brought
with respect to the business.
Partnership
Thai and Western concepts of partnership are broadly similar . Thailand
provides for three general types of partnerships :
Unregistered ordinary partnerships in which all partners are jointly
and wholly liable for all obligations of the partnership
Registered ordinary partnership. If registered, the partnership
becomes a legal entity, separate and distinct from the individual
partners
Limited partnerships. Individual partner liability is registered
to the amount of capital contributed to the partnership, Limited
partnerships must be registered.
Limited Companies
There are two types of limited companies,i.e. private or closely
held companies and public companies.The first is governed by the
Civil and Commercial Code, The Second by the Public Company Act.
Limited Companies in Thailand have basis characteristics similar
to those of Western corporations. A limited company is formed through
a process which leads to the registration of a Memorandum of Association
(Articles of Incorporation) and Articles of Association (By-laws),
as its constitutive documents.
Shareholders enjoy limited liability, i.e. limited to the remaining
unpaid amount, if any , of the par values of their shares. A minimum
of seven shareholders in the case of a private limited company,
is required at all times.
Public Limited Companies registered in Thailand may, subject to
compliance with the prospectus,approval ,and other requirements,
offer shares , debentures and warrants to the public and may apply
to have their securities listed on the Stock Exchange of Thailand(SET).
Other Forms of Corporate Presence
Branches or Foreign companies. There is no special requirement for
foreign companies t register their branches in order to do the business
in Thailand.However, most business activities fall within the scope
of one or more laws or regulations which require special registration
, either before or after the commencement of activities. Foreign
business establishment must, therefore, follow generally acceptable
procedures.
A representative office of foreign corporations may also be established
to engage in limited "non-trading" activities such as souring of
goods or services in Thailand for its head office or inspecting
and controlling quality of goods which its head office purchases
in Thailand.
A regional office of a multinational corporation may also be established
to coordinate and direct the operation of the branches and affiliates
of the head office in the region on behalf of the head office. It
must not generate any income or engage in any business negotiation.
Regional offices are, however , eligible to apply for promotion
from the Board of Investment and are eligible to generate income
if they are approved (See chapter 5,page 24)
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Labor Regulations
Employment legislation has a direct bearing on labor practices
for each type of a business. Investors should seek appropriate advice
to determine which legislation applies to their line of business.
Labor Protection
In August 1998, the labor protection Act(1998) went into effect.
It applies to all business with at least one employee. Under the
law, employers who disregard the law ate subject to fines ranging
from 5'000 to 20,000 baht and imprisonment of up to one year.
Important protections contains in the the new law are :
Work Hours and Holidays : Maximum work hours for non-hazardous work
is eight hours a day or 48 hours a week. Hazardous work may not
exceed seven hours a day or 42 hours per week. Employees are entitled
to no fewer than 13 national holidays a year, and a minimum of six
days of annual vacation. Employees have the choice of whether they
wish to work overtime or on holidays
The minimum age for employment is 15, and workers below the age
of 18 are banned from dangerous and hazardous jobs. They are also
prohibited from working overtime, on holidays, or between the hours
of 10 p.m. and six a.m. Pregnant employees are also prohibited from
working overtime,on holidays, or between the hours of 10 p.m. and
6 a.m.
Sick Leave: Employees can take many days of sick leave as necessary,
but if an employee takes three months of sick leave, the employer
is required to pay only one month' s wages.
Severance Pay: For employees who have worked more than 120 days,
but less than one year,they are entitled to 30 days severance pay.
For personnel employed between one and three years, the severance
pay is not less than 90 days pay. Employees with three to six years
of service will receive six months salary, those with more than
six to 10 years service will receive eight months salary and employees
with more than 10 years service will receive 10 months salary.
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Employee Welfare Fund : For companies with at least 10 employees
that do not have a provident fung, an Employee Welfae Fund will
be established to compensate employees who resign, are laid off
, or die in service. Employees will be required to contribute to
this fund. Note; Implementation of this fund will be delayed until
the economy improves.
In addition to these provisions, there are restrictions on the kind
of work women and children can perform. Guidelines are set for wages
and overtime, as well as resolution of labor-management disputes.
Employers are required to pay workers compensation if an employee
suffers injury, sickness or death in the course of work.
Thai law also requires employers to provide welfare facilities,
including medical and sanitary facilities. Firms with more than
10 employees must establish written work rules governing working
conditions.
Minimum wages regulations apply to all business and rates depend
largely on the location of the workplace. Regular employees are
also entitled to severance pay. Conditions for termination of employment
are also laid out, and a code governs unfair practices and unfair
dismissals, which often are the result of the failure to follow
correct legal procedures, which are clearly spelled out . Employee
Association and Labor Unions must be registered at the labor Department,
and require a license for operation . Finally, a labor Court specifically
settles employment disputes.
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Legal Implications of Labor Management
In general, Thai labor law provide for considerable freedom on managing
labor. In many countries, it is not legal to discriminate on the
basis of age or sex. Perusal of personnel ads in Thai newspaper
finds employers narrowly defining their needs:' The successful candidate
will be male, under 35 years of age, not a member of a labor union,
and at least 150 cm, in height, etc.
Further, the government doesn't interfere with a company's retrenchment
policies when economic conditions necessitate cutbacks. There is
no "first in , last out" requirement in Thailand.
Similarly, Thai employers have the right up transfer employees to
other work locations, provided the transfer is not ordered with
the exclusive intent to create hardship on them. Refusal to transfer
is legal cause for dismissal.
Tips on Recruiting an Development Staff
The ability of a company to attract and retain staff is considerably
enhanced by tailoring compensation packages to meet individual employee
needs. Increasingly, factors such as work ecbironment, organizational
policies, relationships with superiors, and career path influence
decisions whether to join, or remain with , a company . In a challenging
living environment such as Bangkok, these " Quality of life" issues
takes on even more importance.
Organizing training programs to upgrade skills helps to motivate
staff and demonstrates a company's commitment to its employees.
Admission to such programs can be seen both as a reward for good
performance and as part of the total compensation package.
Recruiting Technically- skilled Manpower
There are two main English language daily newspapers which contain
significant numbers of advertisements, both in English and in Thai.
Both the Bangkok Post and the Nation boast circulation figures of
close to 60,000 copies per day and advertising rates of two newspapers
are similar.In addition to these mass-market dailies, there is an
English - Language daily ,Business day which claims a daily circulation
of approximately 10,000. In addition to reaching prospective employees
through the print editions of these newspapers, it should be noted
that the newspaper have classified advertisement on-line through
their Home Pages.
In addition, the Development of Employment, Ministry of Labor and
Social Welfare. has a web site listing both job fairs and employment
opportunities. It can be found at : www.doe.go.th
Several domestic and international personnel recruitment services
operate in Bangkok. In addition to securing personnel, these companies
offer services such as advice on issues of organizational structure,
labor relations, and the cultural implications of managing labor
in Thailand.
Developing contacts with educational institutes to identify and
court potential candidates as early as possible is also recommended.
For firms with ongoing manpower needs, establishing a network of
contacts can be especially valuable.
In addition to tailoring compensation packages to individual need
and emphasizing long-term and organizational benefits, high-end
technical employees, such as scientists and engineers, need to be
given work commensurate with their skills. By allowing them greater
challenges, and less narrowly defining their role so that it may
include responsibilities in systems design and possibly management
, technical personnel become more productive and are more likely
to view themselves as integral to the company as a whole.
Concrete, long-term benefits are an effective retention tool. Long
- term benefits motivate personnel to work through problems and
to identify self - Interest with company interest. Committing resources
to long-term benefits also insures that companies realize increased
production levels from staff as they gain experience.
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