Integrity Legal

As the world economy continues to re-stratify in ways that have not been predictable, it recently came to this blogger’s attention that recent shareholder voting activity at a local Thai bottling company may have placed the soft drink giant Pepsi upon something of a “back foot”. To quote directly from the official website of Reuters, Reuters.com:

BANGKOK, April 29 (Reuters) – Shareholders in PepsiCo Inc’s Thai bottler, Serm Suk Pcl , voted on Friday to terminate its contracts with the U.S. soft drink maker after more than half a century in business together.

The move means the U.S. giant will have to find other partners to tap growth in the Southeast Asian country of 67 million people. It had no immediate comment.

From an American’s perspective as an observer in the Kingdom of Thailand the re-stratification mentioned above can be best observed by the increasing importance of regional organizations such as the Association of Southeast Asian Nations (ASEAN). Concurrently, American companies doing business in Thailand and Greater Asia are finding that some jurisdictions have different rules regarding corporate governance when compared to the United States. To continue quoting further from the aforementioned article:

About 99.41 percent of shareholders voted to end the business with PepsiCo. PepsiCo, maker of Pepsi-Cola, Sierra Mist and Tropicana juice, owns 41.54 percent of Serm Suk through Pepsi-Cola (Thai)Trading and Seven-Up Nederland BV. It remains unclear what it will do with this stake.

The administration of this web log recommends readers click upon the hyperlinks above to read further about this story in detail.

It is interesting to note that shareholder voting rights can have a tremendous impact upon the governance of a corporation in Thailand as a Thai Company may be governed by Thai corporate law which can be substantially different in many ways to U.S. law on the same subject matter. For American readers, it should be noted that there may be benefits to be had for US companies in Thailand pursuant to the provisions of the US-Thai Treaty of Amity. That stated, although Amity Treaty Companies may be of benefit to some endeavors not all business activity can be undertaken pursuant to this Treaty. Therefore, those interested in further information on this subject may be best informed by contacting a Thai lawyer.

The ramifications of the shareholder vote noted above may be felt not only by Pepsi, but by others in the soft drink business in the Kingdom of Thailand and Greater Southeast Asia. To quote directly from a recent article entitled SSC Seals Pepsi Divorce from the Business section of the Bangkok Post‘s official website BangkokPost.com:

The transition period could create opportunities for rival Coke and new players such as the fast-rising Peruvian brand Big Cola to steal market share from Pepsi. Thailand has long been one of only a handful of cola markets in the world where Pepsi outsells Coke.

The administration of this web log strongly recommends that readers interested in these topics click upon the hyperlinks above to read further from this insightful article in order to gain insight and perspective on this story and the possible ramifications thereof.

Clearly the reverberations of the recent corporate vote could accrue to the benefit of Pepsi’s competitors within the Thai market. This blogger, simply as a consumer, has noticed what appears to be some increasing popularity for Big Cola mentioned above. This recent popularity may not necessarily mean that this soft drink will take Pepsi’s place as the number one soft drink in Thailand, but the whole incident may go to show the way in which the local Thai soft drink market is beginning to show an increasing taste for novelty. This trend toward novelty is increasingly palpable across much of the Thai economy as consumers are presented with increasing purchasing choices in the Kingdom. Meanwhile, it could be argued that the biggest beneficiary of the recent vote is Pepsi’s major international rival Coca-Cola which might pick up further market share as a result of a possible Pepsi decline.

For related information please see: business in China or US Company Registration.

Tags: ASEAN, ASsociation of Southeast ASian Nations, Big Cola, Business in Thailand, Coca-Cola, Limited Company Thailand, Pepsi-Cola, PepsiCo Inc, Serm Suk Pcl, Seven-Up, Thai Company, Thai Lawyer, Thai Shareholder Voting Rights, Thailand company, Thailand Corporate Law, US Company Registration, US-Thai Treaty of Amity
Posted in American Business, ASEAN Business, Editorial, Opinion, Thailand Business | No Comments »

Over the years this blogger has seen large numbers of tourists flock to the Kingdom of Thailand as well as the neighboring nations of Laos, the Union of Myanmar (referred to by some as Burma), Malaysia, and the Kingdom of Cambodia. At the same time, this blogger has also witnessed the metamorphosis of some of these tourists into entrepreneurs by remaining in some of these countries (as well as other jurisdictions in Greater Asia such as Indonesia, Vietnam, China, Taiwan, Singapore, Hong Kong, South Korea, Nepal, Macau, India, and Sri Lanka; to name only a few) in a business context for many years and; for some, even decades or a whole lifetime. Whatever the circumstances of those Americans Resident Abroad remaining in the region of economies increasingly being labeled by both the mainstream and alternative media outlets by their affiliation with the Association of Southeast Asian Nations (ASEAN) one thing is clear: the economies of Asia are set to expand at an incredible rate by relative historical comparison. Therefore, it stands to reason that there are likely to be more Americans doing business in these jurisdictions. This state of affairs is occurring at a time when the potential of the internet and the World Wide Web first noted little more than a decade ago is beginning to become fully realized by businesses large and small. As e-commerce becomes an evermore ubiquitous facet of virtually every enterprise’s business strategy it is becoming more clear that many business functions are increasingly being performed by businesses of all sizes online and, in some cases, these businesses are even being maintained from an entrepreneur’s home.

This phenomenon is interesting for this blogger to note from the perspective of an American who is resident in Bangkok, Thailand as the Thai shop-house business model of maintaining a residence and business premises within close proximity has lead to a thriving small business community in the vast metropolis that is Greater Bangkok. This thriving business community, coupled with many of the other positive factors associated with doing business in Thailand, has lead to a vibrant economy that remains conducive to further foreign investment by entrepreneurs and businesses seeking to derive economic benefits both in Thailand and throughout the Asian markets. Of possible importance to Americans resident abroad or those thinking of residing abroad are the issues noted above as well as those associated with ownership of Thai property or Thai real estate especially in the form of a Thai Condominium.

In Thailand, as well as throughout many jurisdictions in Asia, there are restrictions placed upon foreign ownership of real estate. Although there are provisions allowing for foreign ownership of Thai property in many cases it is difficult, if not impossible, for a foreign national to secure freehold title (referred to as Chanote title in Thailand) in Thai real property such as land. However, it may be possible for a foreign national in Thailand, such as an American Citizen, to conveniently secure freehold title to a Thai Condo if the provisions of various laws and regulations on this issue, such as the Thai Condominium Act, are adhered to. Meanwhile, a foreign national who owns a Condo in Thailand may be qualified to receive a Foreign House Registration Booklet (referred to as a Tabien Baan for Thais or a Foreign Tabien Baan, or Yellow Tabien Baan for foreign nationals). Taking the aforementioned factors into consideration, in conjunction with the fact that for American Citizens and American Companies in Thailand there may be benefits pursuant to the provisions of various legal instruments such as the US-Thai Treaty of Amity which may provide the privilege of virtually 100% ownership of a Company in Thailand with “National Treatment” for certain business undertakings, one is left with little doubt that there are tangible legal benefits which could be accrued to the favor of Americans resident in Thailand conducting business in the ASEAN region as well as the regions of Greater Asia. Therefore,  investing in what this blogger would refer to as a “Thai Pad” (which non-literally alludes to the IPad-like gadgets allowing for increasingly easy real time access to the internet as well as the exponentially beneficial combination of privileges accruing to owners of Thai property registered on a Yellow Tabien Baan in conjunction with the advantages which may be had for Americans resident abroad utilizing a Thai company certified under the US-Thai Amity Treaty) could prove to have been prudent by future analysts in both tangible as well as intangible terms.

For related information please see: US Company Registration.

Tags: American Resident Abroad, Americans Resident Abroad, Amity Treaty Thailand, ASEAN, ASEAN Business, ASsociation of Southeast ASian Nations, Business in ASEAN, company in Thailand, Condo in Thailand, IPad, Thai Company, Thai Condo, Thai Condominium, Thai Pad, Thai Property, Thai Real Estate, Thailand Business, Thailand Business Law, Thailand company, Thailand Condo, Thailand Condo Law, Thailand Condo Lawyer, Thailand Condominium, Thailand Property, Thailand Property Title, Thailand Real Estate, Thailand Real Estate Title, US Citizen Resident Abroad, US-Thai Treaty of Amity
Posted in American Business, Amity Treaty, ASEAN Business, Cambodia Business, China Business, Ecommerce, Laos Business, Myanmar (Burma) Business, Thailand Business, Thailand company, Thailand Condo, Thailand Property, Thailand Real Estate, Thailand Work Permit, US Business, US Company Registration, US LLC, US Taxes | No Comments »

The administration of this blog recently noticed an article from the Reuters news agency in which the Chief Executive Officer of General Electric was commenting upon the economic situation in China and how this impacts the relationship between the United States of America and Peoples’ Republic of China in both the economic and political spheres. To quote directly from the Reuters News Service:

(Reuters) – For Jeff Immelt, the CEO of General Electric (GE.N), the 130 year-old American industrial behemoth, the financial crisis marked the end of the age of America’s economic dominance.

This blogger has noticed that there seems to be a level of pessimism regarding the American economy. Although it is currently going through economic turbulence, and has been for a while, the US economy, in this blogger’s opinion; remains one of best countries in the world for trade and economic activity. Those doing business in the USA may enjoy the benefits that come from the American financial, economic, and physical infrastructure. Hopefully, the optimism for which America has, in the past, been noted for will return once the economy returns to an “even keel”. Reuters continues:

But Mr. Immelt said the future will be different. For the next 25 years, he said, the American consumer “is not going to be the engine of global growth. It is going to be the billion people joining the middle class in Asia, it is going to be what the resource-rich countries do with their newfound wealth of high oil prices. That’s the game.”

A lot of that game will be played in China. At a moment when it is compulsory on the American right to pay homage to the exceptionalism of the United States, Mr. Immelt, a lifelong Republican, is matter-of-fact about China’s inevitable rise.

The interesting piece of information that this blogger noted in the aforementioned article was the fact that the G.E. CEO took notice of the fact that the middle class is growing rapidly in Asia. The thought of an Asian middle class numbering 1 billion or more is truly staggering when one takes into account the economic impact of such growth. As Asians in general become more affluent the side effects will likely be increased trade and economic activity as these newly minted members of the middle class use their new found wealth to make purchases of property, goods, and services (in Asia, the EU, UK, and the United States). The most poignant line of this Reuters article, in this blogger’s opinion was:

“It is going to be the biggest economy in the world,” Mr. Immelt said of China. “The only question is when.”

There is little doubt that China has an incredible capacity for growth and those looking international investment or business opportunities are well advised to research the Chinese market. That said, China does not represent the only country in Asia which has economic opportunities that are becoming more readily available to investors and entrepreneurs due to globalization. The Kingdom of Thailand, a member of the Association of Southeast Asian Nations (ASEAN), has investment opportunities in the form of Thai Property, Thai Real Estate, and Thai businesses. Furthermore, for Americans conducting business in Thailand can prove profitable especially since the US-Thai Treaty of Amity allows Americans to own virtually 100% of a Thai Company with Amity Treaty certification (sometimes referred to as an Amity Company).

Meanwhile, the landlocked country of Laos recently opened a Lao Securities Exchange in an effort to raise capital through equity investment. The Kingdom of Cambodia recently announced that a Cambodian Stock Exchange is to be unveiled in mid-2011 while recent reports have noted that Burmese officials hope to be in the process of creating a Myanmar Stock Exchange as well. Such developments remain to be fully realized, but such examples clearly indicate that Mainland China is not the only “game in town” when it comes to investment opportunities and economic growth in Asia.

For related information please see: US Company Registration.

Tags: American Amity Treaty, American Amity Treaty Thailand, Amity Company, Amity Treaty Company, Burma Stock Exchange, Cambodia Business, Cambodia Securities Exchange, Cambodia Stock Exchange, China Business, China Economic Growth, G.E. CEO, General Electric, Jeff Immelt, Lao Securities Exchange, Lao Stock Exchange, Laos Business, Myanmar Securities Exchange, Myanmar Stock Exchange, Thai Company, Thailand Business, Thailand company, US Amity Treaty Thailand, US-Thai Treaty of Amity
Posted in Amity Treaty, Cambodia Business, China Business, Laos Business, Myanmar (Burma) Business, News, Opinion, Thailand Business, Thailand company, Thailand Property, Thailand Real Estate, US Business, US Company Registration | 1 Comment »

เมื่อเร็วๆนี้ผู้เขียนเห็นว่า มีสิ่งที่น่าสนใจอย่างหนึ่งคือ คอมเพล็กซ์การค้าแห่งใหม่ถูกจัดตั้งขึ้นในกรุงเทพฯเพื่อเอื้อต่อการค้าของจีนในประเทศไทยและภูมิภาคเอเชียตะวันออกเฉียงใต้ อ้างโดยตรงจากเว็บไซต์ของวอยซ์ออฟอเมริกา (Voice of America News)

สื่อของจีนกล่าวว่า การทำงานจะเริ่มต้นในเดือนนี้ในคอมเพล็กซ์ที่กรุงเทพฯซึ่งผู้ผลิตของจีนสามารถที่จะส่งออกสินค้าได้

หนังสือพิมพ์ประจำวันของจีนกล่าวเมื่วันพฤหัสบดีว่า คอมเล็กซ์ซิตี้จีนนี้มีมูลค่า 1.5 พันล้านบาทและมีพื้นที่เกือบจะ สามในสี่ตารางกิโลเมตร ผู้ผลิตจีนสามารถที่จะนำเข้าสินค้ายังประเทศไทย ได้รับผลประโยชน์จากการตกลงการค้าใหม่นี้ และส่งสินค้าไปยังสหรัฐอเมริกาและยุโรปปภายใต้สิทธิประโยชน์ทางโควต้าและภาษี

เป็นเรื่องที่นน่าสนใจว่า จีนนั้นกลายเป็นประเทศที่มีเศรษฐกิจจใหญ่ที่สุดเป็นอันดับสองของโลกในปี 2010 แผนงานนี้มีแนวโน้มที่จะส่งผลที่จะเพิ่มความสัมพันธ์ทางด้านเศรษฐกิจระหว่างจีนและประเทศไทยมากขึ้น วอยซ์ออฟอเมริกาเขียนในเว็บไซต์ดังนี้

จีนกำลังใช้แผนงานการค้าและการพาณิชย์ในการพัฒนาการทูตและยุทธศาสตร์ต่างๆในเอเชียตะวันออกเฉียงใต้รัฐมนตรีว่าการกระทรวงพาณิชย์ อลงกรณ์ พลบุตร ถูกอ้างในหนังสือพิมพ์ประจำวันของจีนว่า คอมเพล็กซ์ซิตี้จีนนั้นสร้างความสัมพันธ์ทางเศรษฐกิจที่ดีในลักษณะพันธมิตรทางธุรกิจไทยและจีน

สัญญาการค้าเสรีของจีนกับประเทศสมาชิกในประชาคมเอเชียตะวันออกเฉียงใต้ได้ข้อสรุปแล้วเมื่อปีที่ผ่านมา

นอกจากเรื่องทางการทูตและยุทธศาสตร์แล้ว แผนงานนี้จะช่วยส่งผลต่อสิทธิประโยชน์ทางเศรษฐกิจมากมายแก่ประเทศในกลุ่มอาเซียน (ประชาคมเอเชียตะวันออกเฉียงใต้)โดยเฉพาะอย่างยิ่งประเทศไทย แผนงานด้านการการพาณิชย์ที่ได้นำเสนอไปนั้นมีแนวโน้มที่จะช่วยสร้างโอกาสในการทำงานให้แก่คนไทยในแถบกรุงเทพฯ สร้างโอกาสทางธุรกิจแก่นักลงทุนไทย สร้างโอกาสทางการค้าแก่คนไทย จีน และนักลงทุนชาวต่างชาติและเป็นการเพิ่มการหมุนเวียนสินค้า เงินทุน แรงงานและทรัพยากรแก่ประเทศไทยและภูมิภาคอาเซียน

ในแต่ละปี บริษัทต่างชาติและผู้ที่สนใจเลือกที่จะลงทุนทำธุรกิจในประเทศไทย ในบางกรณี นักลงทุนที่รวมกลุ่มกับบริษัทไทยนั้นเพื่อที่จะจำกัดความรับผิดในการทำธุรกิจ ในบางครั้งหลายๆคนเลือกที่จะทำธุรกิจแบบกิจการเจ้าของคนเดียว ห้างหุ้นส่วนนั้นช่วยเพิ่มระดับของการจำกัดความรับผิดร่วมกันตามจำนวนสมาชิกของห้างหุ้นส่วนจำกัดในประเทศไทย ความเสี่ยงที่มากขึ้นทางธุรกิจในประเทศไทยบางครั้งเลือกที่จะจดทะเบียนเป็นบริษัทมหาชน ในบางกรณีผู้ที่ต้องการจะลงทุน หรือทำธุรกิจในประเทศไทยควรที่จะติดต่อสำนักงานกฎหมายเพื่อที่จะขอคำแนะนำและปรึกษาเกี่ยวกับหลักเกณฑ์ในกฎหมายไทยที่จะเป็นประโยชน์ต่อธุรกิจให้เป็นที่ปรากฏในตลาดประเทศไทย ชาวต่างชาติที่ทำงานในประเทศไทยนั้นต้องคำนึงถึงว่า ประเทศไทยต้องมีใบอนุญาตการทำงานจึงจะถูกต้องตามกฎหมายไทย

ประเด็นที่เกี่ยวข้องกับข้อสงสัยเรื่องทรัพย์สินของไทยหรืออสังหาริมทรัพย์ของไทยภายในบริบทของธุรกรรมทางธุรกิจหลายเขตอำนาจศาลนั้นเป็นเรื่องที่ซับซ้อนและมีหลากหลายแง่มุม ด้วยเหตุผลนี้เอง ชาวต่างชาติหรือบริษัทต่างชาติที่ดำเนินธุรกิจในประเทศไทยควรที่จะใช้บริการของบริษัทที่จะให้ความช่วยเหลือในด้านทรัพย์สินในประเทศไทยในการตัดสินใจรื่องที่เพิกถอนไม่ได้ในประเด็นของอสังหาริมทรัพย์และทรัพย์สินในประเทศไทย

To view this post in English please see: Thai Company.

Tags: Chinese Business in Thailand, Thai Company, Voice of America, คอมเพล็กซ์จีนในไทย, ธุรกิจจีน, ธุรกิจในไทย, ธุรกิจไทย, ธุรกิจไทย-จีน, บริษัทนำเข้าเเละส่งออกไทย-จีน
Posted in ธุรกิจในประเทศจีน, ธูรกิจในประเทศไทย, บริการทางกฎหมายจีน | No Comments »

A Thai prenuptial agreement (also referred to as a Thai prenup) can provide a great deal of protection for individuals should a marital union be dissolved. A premarital agreement can also be very beneficial because it can provide certainty and transparency for the parties to a marriage. That said, a prenuptial agreement (Thai or otherwise) should be drafted in such a way that it provides protection for one’s property or real estate holdings as well as corporate assets and financial instruments. In Thailand, ensuring that a prenuptial agreement comports with all applicable formalities can be difficult which is why it is always prudent to consult with a Thai lawyer regarding such matters. For those foreign nationals with assets outside of the Kingdom of Thailand it may also be wise to consult with an attorney in the jurisdiction where one resides or maintains property in order to take all reasonable measures to ensure the integrity of one’s estate.

In Thailand, a prenuptial agreement must be registered at the time of the marriage in order for it to be enforceable by Thai courts. In a way, it may be better to think of prenuptial agreements as simply “nuptial  agreements” as the agreement does not exist until the simultaneous registration of that document and the marriage. Many Americans in Thailand opt to register a prenuptial agreement prior to the marriage that will act as a basis for a US Marriage Visa.

Corporate Assets

For those with corporate assets in the form of stocks, bonds, mutual funds, or options it is always prudent to seek information regarding a prenuptial agreement as such an agreement could protect one’s corporate assets in the event of a marital dissolution. In Thailand, those who have an ownership interest in a Thai company are wise to research prenuptial agreements prior to marriage in order try to maintain one’s holding in the event of a divorce.

Thai Property

Although foreign nationals cannot own land in Thailand, there are other property interests that one may have pursuant to Thai law, these include, but are not limited to: Thai Condo ownership, Thai usufructs, Thai 30 year leases, etc. Those with Thai real estate should consider a Thai prenup prior to marriage registration.

Marriage is a major event in one’s life. It can also have a significant impact upon the legal posture of one’s assets and interests. Therefore, those with an eye towards marriage should consult with a family lawyer within one’s local jurisdiction prior to marriage registration in order to help ensure that one’s assets are properly protected.

Tags: prenuptial agreement Thailand, Thai Company, Thai prenuptial agreement, Thai Property, Thai Real Estate, Thailand Marriage, Thailand Marriage Registration, thailand prenuptial agreement, Thailand Property, Thailand Property Law, Thailand Real Estate, Thailand Real Estate Law
Posted in prenuptial agreement, Thai Family Law, Thailand Business, Thailand company, Thailand Condo, Thailand Marriage Registration, Thailand Property, Thailand Real Estate | No Comments »

A common method of land ownership in Thailand is through use of a Thai Limited Company. In many cases, a juristic person is incorporated to hold Thai property on behalf of the principal investors in the company.  Over the past three years the Thailand Real Estate market has been somewhat stagnant, but recently there seems to have been something of an upward trend in Real Estate transactions. This has resulted in the Ministry of the Interior raising the fees for land transactions, particularly with respect to land transactions executed on behalf of a corporation. To quote a Pattaya Times article promulgated on the website Thaivisa.com:

“‘A nationwide increase in land offices fees will go in effect on March 2,’ a spokeswoman for the Ministry of Interior announced in Bangkok. The fees for purchases and sales involving a Thai company limited which most foreigners use to buy land will go up from one percent to six and a half percent of appraised or contract value, whichever is higher. The head of the Chonburi Land Office, Director Vaiyavuth Surapruik, said, ‘In 2008 the fees were lowered to help the economy. This has stimulated the sale of properties. Since the fees were lowered almost two years ago there has been no slow-down in the number of transactions at the land office in Banglamung which services Pattaya so now fees will go back up in order to increase government revenues.’”

On the one hand, the recovery of the Thailand Property market is definitely a positive development, and hopefully a sign of an underlying upsurge in the overall Thai economy. This upswing in Thai property sales may also be indicative of an overall upward trend in the world wide economy. However, for those who are thinking of purchasing Thai property be it land or another form of Thai Real Estate such as a Thai Condo, this development will likely be viewed negatively as it will result in increased fees for the buyer or seller of Thai property.

This fee increase will also have an impact on individuals as the aforementioned article concluded:

“Property transfered between individuals will be charged three percent fees if owned for more than two years by the current owner. If owned less than two years the fee is higher, between five and six and a half percent.” [sic]

Property transfers between individual foreigners is probably as common, if not less common, than property transfer between corporations controlled by foreigners. That being said, under certain conditions a foreigner can own a Thai Condominium in freehold and therefore could be effected by these increased individual transfer fees.

For related information on this blog please see: Thailand Property Law.

Tags: Thai Company, Thai Condo, Thai Property, Thai Real Estate, Thai Real Estate Law, Thailand company, Thailand limited company, Thailand Property, Thailand Property Law, Thailand Real Estate
Posted in General Legal Information, Thailand Business, Thailand Property, Thailand Real Estate, Upcoming Legislation | No Comments »

The Treaty of Amity between the United States of America and the Kingdom of Thailand (US-Thai Treaty of Amity) allows American Citizens to own virtually one hundred percent of a Thai company. This can prove highly beneficial to American expatriates in Thailand who wish to conduct business. That being said, there are restrictions to the types of activity that an Amity Treaty Company can undertake. Most notable amongst the restricted activities are: land ownership, internal communications, internal transportation, fiduciary functions, and the liberal professions.

Under Thai law, there is a de facto prohibition placed upon foreigners when it comes to land ownership. This means that foreign nationals are not permitted to take freehold title to Thai property without first obtaining permission from the Thai Minister of the Interior. This prohibition is not all-encompassing as foreign nationals are permitted to take freehold title to Thai condominiums. However, the condominium complex must comport to the relevant provisions of the Thai Condominium Act. Most notable among the requirements in the Thai Condominium Act is the provision that a Thai condo complex must be primarily owned by Thai nationals, meaning that 51% of the Condo units must be owned by Thais while 49% percent of the units may be owned by foreigners.

In many cases, a condominium complex is owned by a company in Thailand. Some opt to own a condo in this way in order to make selling the condominium easier, while others initially purchase the condo indirectly through a corporate entity. In either case, the practice is technically legal. Although, use of so-called “nominee shareholders,” is illegal in Thailand and Thai authorities are increasingly on the lookout for corporate structures utilizing nominees. That being said, the definition of “nominee” is somewhat vague.

This leads us back to the issue of Amity Treaty Companies. Amity Companies are specifically precluded from ownership of Thai real estate pursuant to the provisions of the Treaty of Amity, while the Thai Condominium Act allows foreigners to own a Condominium outright. This begs the question: can an Amity Treaty Company own a Thai Condo in the same manner as a foreign natural person could? This author has not adequately settled this question in his own mind and welcomes any comments regarding this issue. The provisions of the Treaty of Amity preclude land ownership and although many believe that Condo ownership is simply ownership of a unit, the Chanote does pass title to an interest in the underlying land, so there would seem to be a compelling argument that a condo owner is something of a landowner and, if so, this practice would likely be precluded under the provisions of the Amity Treaty.

Tags: Amity Treaty, Amity Treaty Company, nominee, nominee shareholder, nominees, Thai Company, Thai Condo, Thai Condominium, Thai Real Estate, Thailand Condo, Thailand Condominium, Thailand Real Estate, Thailand Treaty of Amity, US-Thai Treaty of Amity
Posted in Amity Treaty, Thailand Business, Thailand company, Thailand Condo, Thailand Property, Thailand Real Estate | No Comments »

In recent weeks there has been some speculation about new regulations with regard to Thai work permits. In February of 2010, the Ministry of Labour regulations regarding work permits are to be updated. These updated rules will likely result in more stringent measures with regard to foreign labor in Thailand. Recently, there has been some talk about liberalizing certain sections of the Foreign Business Act (FBA). This Act restricts the type of activities that foreign nationals are allowed to engage in while present in the Kingdom of Thailand.

Under the provisions of the FBA, there are three lists of restricted activities. List 1 is the most restricted and is unlikely to be liberalized anytime in the near future. List 2 is also unlikely to be opened up to foreign participation anytime soon, but this is more likely to happen when compared to list 1. Finally, list 3 lists those activities that are the most likely to be opened up to foreign competition. There have been those in the current government floating the idea of liberalizing list 3, but the upshot of this would be more stringent enforcement of current work permit rules.

This leads us to the point of this post: what will happen to those certified under the US-Thai Amity Treaty? Under the provisions of this Treaty, American Citizens are accorded certain privileges when it comes to operating a business in the Kingdom of Thailand. In most cases, changes to the Foreign Business Act have little impact upon those operating under the Treaty as Treaty companies are accorded “national treatment.” This means that once a company has an Amity Treaty Certificate they are viewed, in the eyes of Thai law, as a Thai company. However, work permit regulations are applied to Thai companies in the same way that they would be applied to foreign companies. Therefore, those operating under a Treaty Certificate must still adhere to relevant Ministry of Labour regulations. Consequently, although the work permit regulations will not effect an Amity Treaty Company per se, they have a collateral impact upon any foreigners working in said company as the provisions of the Treaty only apply to the juristic entity and not to any of the foreign nationals working for that entity.

At this time, the US-Thai Treaty of Amity is still the law of the land in both the Kingdom of Thailand and the United States of America. There are certain benefits enjoyed by nationals of both countries as Americans are entitled to Treaty of Amity protection when conducting most types of business in Thailand while Thais are granted Treaty Trader visas should they meet the requisite qualifications pursuant to the relevant provisions of the Treaty.

Tags: Amity Treaty, Thai Company, Thai work permits, Thailand company, Thailand Work Permit, US-Thai Amity Treaty, US-Thai Treaty of Amity
Posted in Amity Treaty, Thailand Business, Thailand company, Upcoming Legislation | No Comments »

Thailand can be a difficult business market for some foreign firms to enter due to the many restrictions placed upon foreigners who operate in the Kingdom.The Foreign Business Act precludes foreigners from engaging in many business activities. However, over the past decade there have been repeated attempts to amend the Foreign Business Act. These attempts have been made for a variety of reasons. Some have hoped to liberalize the Thai market while others have tried to make the regulations more restrictive. In either case, these attempts have been just that because very few have been able to push through legislation to modify the law.

Recently the website Thaivisa.com in conjunction with The Nation Newspaper are reporting that changes may be coming for the Thai Foreign Business Act. To quote from Thaivisa.com:

“The planned liberalisation of certain business sectors currently limited to Thai firms will be accompanied by the imposition of more stringent restrictions on foreign-owned businesses operating in the Kingdom if a series of proposals by the Commerce Ministry are accepted by economic ministers. Under the ministry’s proposed amendments to the Foreign Business Act (FBA), voting rights of foreign shareholders will be more tightly controlled…In an effort to boost foreign investment, the government is considering removing some industries from the FBA’s Annex III, which lists industries that are off-limits to non-Thais. Annex III businesses that might be opened up include tour guide operators; trading in agricultural futures; stock trading; derivatives trading; commercial banking; insurance and assurance; pawnshop operators; warehousing; schools; and credit fonciers [sic]. ‘The amendments should create clear regulations for controlling each type of business. It should make the environment friendlier for foreign investors and streamline business regulations. However, it may affect some Thai businesses that are not competitive with foreign firms,” said a senior Commerce Industry source.’”

Although all of the implications of these proposed changes have not yet been deciphered it is clear that these changes will have a dramatic impact upon the foreign business community in Thailand.

This amendment may also come with new restrictions for some types of companies in Thailand:

“The proposed removal of some businesses from Annex III has prompted a concurrent proposal to impose stringent controls on the voting rights of foreign shareholder, which must not be higher than 50 per cent. The amended regulations would only apply to new foreign-owned companies.”

Some corporate structures in Thailand provide disproportionate voting rights for certain shareholders. If approved, this amendment would likely mean the end of disproportionate corporate voting rights. This section of the proposed amendment will probably not be warmly greeted by the foreign business community in Thailand. As it states above, in its current form, this legislation should not affect the operation of a Thai Company that is currently in existence, but the final draft of this legislation could be very different from what is being debated at this time.

Tags: Foreign Business Act Thailand, Foreign Business Thailand, Foreign Company Thailand, Thai Business, Thai Company, Thailand Business, Thailand Business Law, Thailand company, Thailand Foreign Business Act
Posted in Thailand Business, Thailand company, Upcoming Legislation | No Comments »

Many people in Thailand, both foreign and Thai, choose to incorporate Thai businesses. Thailand is one of Southeast Asia’s major trading locales and as a result many individuals and business concerns need a corporate presence in the Kingdom of Thailand. In many cases, companies are incorporated with substantially similar articles of incorporation. That being said, some companies opt to incorporate with unique provisions regarding different types of shareholder rights in the corporate charter. These different types of rights can have a major impact upon the running of the business because these rights can have a collateral impact upon employee compensation, shareholder vote tabulation, and banking issues. Therefore, an understanding of share classification can be helpful to those who are thinking of incorporating a Thai company.

In the articles of association (also known as articles of incorporation) of a Thai limited company, one could denote the rights associated with different share classifications. Therefore, some shares could simply hold an equity interest in the company while not having any voting rights at shareholder meetings. Other types of shares could hold little or no equity in the company, but maintain voting rights regarding the Directors of the company. If a company owns Thai property, there could be specific shares that have certain rights in relation to the Thai property concerned. For example, a Thai company that owns Thai real estate could place special rights in the hands of certain shareholders with regard to said real estate. If a Thai company owns a Thai Condo, then share classification could be used to delineate the rights of individuals with regard to the Condo premises.

For those who are interested in Thai limited companies certified under the US-Thai Amity Treaty, these same principals could apply to an Amity Company. One shareholder could retain a sizable equity holding while another holds certain voting rights. The same could be said about a Thai limited company that has obtained a Foreign Business License. A company such as this could incorporate special shareholder rights in the provisions of the articles of association or incorporation.

These issues bleed into the realm of Thai Immigration because the shareholder in a Thai company could apply for a Thai business visa. The basis for such an application could be an impending shareholder’s meeting that the foreign national must attend. The approval of such an application would depend upon the Thai Embassy or Consulate concerned. If present in the Kingdom on another type of visa, an O visa, for example, it may be possible for the shareholder to attend a meeting in order to vote his or her shares.

Tags: Amity Treaty, Amity Treaty Company, Corporate Law, Limited Company Thailand, Shareholder Classification, Thai Company, Thai Limited Company, Thailand company, Thailand limited company, Treaty of Amity Company, US-Thai Amity Treaty, Voting Rights
Posted in Amity Treaty, Thailand Business, Thailand company, Thailand Condo, Thailand Embassy, Thailand Property, Thailand Real Estate, Thailand Visa | 22 Comments »