Hallo Reinhard,
zu Deiner Frage, über Firmeneröffnung in Thailand, findest Du nachfolgend eine Beschreibung
aus Thailandguru.com.
Setting Up a Company
If you want to set up a company in Thailand, then you should talk about your objectives with a good lawyer and follow their guidance. The following is general information which may help you in making a decision whether or not to start a company in Thailand.
Some people start to do business in Thailand by using their overseas company, in an exploratory mode. This often becomes cumbersome as the business develops, and there are significant legal limits and complications.
Notably, it is illegal for an individual to work in Thailand without a "work permit" (a little booklet that looks like a passport) and a tax ID. If you set up a company, then you usually have your company apply for a work permit for you. You must maintain a 7:1 ratio of Thais to foreigners in terms of fulltime employment. (You cannot just start a company and then bring in all your foreign staff. Your number of foreign work permits will be dependent upon your number of Thai employees, and the strength of your business in other ways, of course.) Before you get your work permit, your company can still do business with other companies, as it´s a company to company transaction, not a transaction between you a foreigner and a company. However, your company cannot pay you a salary until you get your work permit and tax ID number.
The Thai legal system as regards company and tax matters is largely patterned after the American system. Most foreigners find it quite reasonable and easy to work within.
However, the laws in Thailand are pretty nationalistic. Every company must be majority owned by Thais, in terms of shareholders. This means that the company can be no more that 49% foreign owned. The Managing Director can, of course, be foreign and the largest shareholder, choose their own Thai shareholders, and write up company bylaws to establish the kind of authority system the Managing Director needs. You will need at least 7 Thai shareholders.
(It is common for the foreigner to be the sole authorised signatory. It´s also common for the Thai shareholders to be paid off whereby these "partners" sign their undated resignations and share transfer deeds at the time of setting up the company... but for every Thai shareholder who resigns and makes available their share transfer deed, you must replace them with another Thai shareholder immediately who picks up the share transfer deed, legally, or else you don´t have a legal company. If one Thai shareholder "sells" or gives away their share, someone else needs to pick it up immediately ... legally.)
There is one exception to this rule of Thai majority ownership. American citizens can set up an "American Treaty" company which is majority American owned. This is the result of an old bilateral treaty from colonial times. It´s a little bit more complicated that a regular company, but a commonly chosen alternative.
There are fields in which foreigners are not permitted to work. However, these are generally low skilled fields and not of interest. The vast majority of fields that farangs want to work in are permitted.
The next issue you will deal with is that the rules, instructions and forms are all in the Thai language. Everything that is submitted to the government is in Thai. This requires a lot of adjustment for people like myself who have run our own businesses in our own country whereby we originally did our own legal and accounting paperwork. Almost all foreigners are illiterate in the Thai language, so we are dependent upon someone else to read the rules, instructions and forms and then tell you in plain English ALL that stuff. Thai people must guide you and take care of things as they arise.
In fact, many, many farangs are asked by their lawyer to sign forms that aren´t filled in, many blanks amidst the Thai writing, which the lawyer fills in and submits. You can ask the lawyer to fill them in before you read them, but even if they´re filled in, could you read them?
If you get someone you can independently trust to proof-read the forms, make sure they are a well educated, skilled and responsible kind of person. (Some farangs have been known to ask their bargirl concubine to perform this task, which is a great mistake since most of them have just the free government 6th grade education or less, and you wouldn´t have a similarly educated person in the west read your legal forms...)
You will need a good accountant to handle all the communications and tax matters with your clients´ accountants and all officialdom. They will be needed for both spoken and written communications. They may also have to explain things to your employees.
As has been noted elsewhere on this website, Thais in general do not have good spoken English, including in most government offices. The vocabulary for doing business is a very high vocabulary, unlike ordinary socializing and talking among vendors on the street.
If your company is small, then the bank may not give you a checking account when you first open your company account. You may get only a savings account, whereby you can only withdraw cash. You won´t get an ATM card with a company account. You must go or send someone over to the bank with a withdrawal slip, with the authorized signature (e.g., yours) and stamped with your company stamp. The bank will write up individual bank cheques upon request, but this is a time consuming process. You often pay your clients in cash, or else transfer/deposit funds into their account at the bank.
Loans from local banks are not easy to get. Getting a loan from your bank overseas may be easier, even though you are transferring the money to Thailand.
Finally, you should be careful about who you do business with, because many companies are financially strapped and may delay payments. This has become much more common since the 1997 economic collapse. Companies look very good on paper in terms of accounts receivable, but they haven´t received the money. The banks are also burdened with nonperforming loans. This is all explained in the section on The Asia Economic Collapse. However, you will find that most companies do not have cash flow problems. The ones that have these problems are usually associated with the construction and property businesses.
(In short, the Asia economic collapse was the result of overbuilding in real estate, and originated in Thailand, spreading to other countries whose big financial players had invested in Thailand, especially Japanese banks. Thailand boomed starting in the mid-1980´s, and nearly all of the beautiful modern highrises in Bangkok come from the 1985-1997 period. Many Thais had gotten rich by owning property. Rich Thai players in collusion with local and foreign banks loaning the money just kept on building, trying to get ever richer and more powerful in status. The result was a property glut. They couldn´t rent out enough of their office and condo space. Further, prices plummeted due to oversupply, so they couldn´t get nearly as much money on what they did rent out. When the loans became due, they couldn´t pay. When big shot A couldn´t pay contractors B, C and D, then contractors B, C and D couldn´t pay suppliers E, F, G, H, I and J, who in turn couldn´t pay... and on down the economy. Further, look at all the unfinished buildings in Bangkok. The ones that are just abandoned concrete skeletons are obvious. There are many others that look finished on the outside but note the pattern of windows open. These are now essentially "monuments to great speculators".)
The economy has restructured and is recovering in many ways. The luxury end was hit hardest, especially imports of luxury consumer goods, but the core economy kept going. The economy will never be the same as it was before, because many of the biggest players who fueled the former economy are now financially disabled, and Thailand´s nationalistic laws regarding property prevent foreign players from moving into the local market to pick up much of the slack. Nonetheless, it is a free enterprise economy, and many opportunities exist.
The biggest upcoming winners are companies that export goods and services. With the real estate glut, you can now get prime office space for very cheap. Labor in Thailand is also relatively very cheap, and there is still a glut of it, including Thais who formerly worked for multinational engineering design companies during the former real estate boom.
Living in Thailand also has its benefits in terms of personalized services such as maids, drivers and servants, and housing is relatively inexpensive when compared to the equivalent standard in a western country.
