Category: Corporate

Mergers & Acquisitions in Thailand

Mergers & Acquisitions in Thailand. Thailand’s economy has seen a significant rise in mergers and acquisitions (M&A) activity in recent years. This trend is expected to continue, making Thailand an attractive destination for companies looking to expand or consolidate their presence in Southeast Asia. Here’s a closer look at the M&A landscape in Thailand:

Upswing in M&A Activity

Fueled by a growing economy and a more business-friendly environment, M&A activity in Thailand has been on the rise. This trend is particularly evident among private companies, with smaller deals becoming increasingly common. Factors like government support for specific industries and a tech-savvy population are further fueling this growth.

Popular M&A Structures

While full-fledged mergers are gaining traction thanks to a recent amendment to the Thai Civil and Commercial Code, acquisitions remain the more common M&A structure in Thailand. Here are the primary methods for acquiring a Thai business:

  • Acquisition of Shares: This involves purchasing a controlling stake in a Thai company, allowing the buyer significant control over its operations.
  • Business Transfer: This entails transferring the entire business operation, including assets and liabilities, to another company.
  • Amalgamation: Two or more companies combine to form a new entity, effectively dissolving the original companies.

Navigating the Legal Landscape

M&A transactions in Thailand involve navigating specific legal requirements. Here are some key considerations:

  • Due Diligence: Thorough due diligence is crucial to assess the target company’s financial health, legal standing, and potential liabilities.
  • Shareholder Approval: Acquisitions of shares typically require approval from a majority of shareholders at a meeting.
  • Regulatory Approvals: Depending on the industry and deal size, certain regulatory approvals from government agencies may be necessary.

Seeking Professional Help

Given the complexities involved, seeking guidance from experienced M&A lawyers in Thailand is highly recommended. They can help with:

  • Structuring the transaction: Choosing the most suitable M&A method for your specific goals.
  • Negotiating the deal: Securing the best terms for your company.
  • Compliance with regulations: Ensuring the transaction adheres to all Thai laws and regulations.

The Future of M&A in Thailand

With a growing economy, a supportive government, and a developing legal framework, Thailand’s M&A landscape is poised for continued expansion. This presents exciting opportunities for both Thai and foreign companies seeking strategic growth through mergers and acquisitions.

US-Thai Treaty of Amity

The United States and Thailand have long-standing diplomatic, commercial, military, and people-to-people ties. The Treaty of Amity provides for national treatment for American companies and individuals that own majority shares or wholly own businesses engaging in commercial activities in the other party’s territory.

To qualify for Amity Treaty privileges, entities must be registered in Thailand and obtain certification from the US Embassy.

Business Environment

The US-Thai Treaty of Amity creates important rights for American nationals operating businesses in Thailand. Companies with a Treaty Certificate are eligible to receive “National Treatment,” meaning that they will be treated the same as Thai companies under Thai law.

Similarly, the Overseas Private Investment Corporation (OPIC) can provide debt financing and political risk insurance for business investments by American nationals. OPIC supports projects in a wide range of sectors, including tourism, transportation, manufacturing, franchising, power and infrastructure.

While corruption is widespread in Thailand, U.S. firms that follow strict anti-bribery guidelines are able to compete successfully. Companies that have a significant presence in the country should familiarize themselves with the Foreign Corrupt Practices Act and should make sure that their employees are aware of these obligations. The government recently signed a integrity pact, based on a model promoted by Transparency International, that will require public-sector agencies to disclose bidding information and the names of their contractors.

Investment Opportunities

Thailand promotes FDI through clearly articulated incentives, based on the type of investment. The Board of Investment is the central agency responsible for implementing these policies, including granting national company privileges for eligible projects.

The 1966 reiteration of the Treaty of Amity guarantees American citizens and businesses that are majority-owned by American citizens “national treatment,” exempting them from most of the restrictions imposed on foreign investors under the Alien Business Act. The Treaty also provides a one year period during which companies engaged in activities that would become restricted under the Act will enjoy a “grandfather” status, similar to previous foreign business acts.

In addition to the Treaty of Amity, Thailand has bilateral investment agreements with Argentina, Bangladesh, Belgium-Luxembourg Economic Union, Brazil, Canada, China, Croatia, Czech Republic, Denmark, Egypt, Finland, Germany, Hungary, India, Indonesia, Japan, Korea, Laos, Latvia, Malaysia, New Zealand, Peru, Slovakia, Russia, Sweden, Switzerland, Taiwan, and Turkey. The country is also a member of the World Trade Organization, which requires it to treat investment from every WTO member nation equally.

Human Rights

The US-Thai Treaty of Amity guarantees specific rights and privileges to American companies operating in Thailand. Most notably, an Amity Treaty company that has been vested or certified by the Ministry of Commerce will be granted national treatment under Thai law. This means that a company incorporated under the Amity Treaty will be exempt from restrictions on foreign investment (including those imposed by the Foreign Business Act) and will have access to special government incentives, such as the Board of Investment’s BOI.

To qualify for Amity Treaty status, a natural person or company must be a citizen of the United States and must own more than 50% of the shares or have at least 50% of the directors be American citizens. The applicant must also compile and submit the appropriate documents to the Ministry of Commerce for a business operation certificate.

In addition, the Amity process is considerably quicker than obtaining a Foreign Business License. GPS Legal has extensive experience in assisting clients with both the Amity and FBL processes.

Migrant Workers

The US-Thai Treaty of Amity guarantees the rights of American citizens to own and operate businesses in Thailand. However, the country’s current laws still place some restrictions on foreign ownership and operation of businesses in Thailand.

The Thai Foreign Business Act (“FBA”) requires that companies seeking a foreign business license (“FBL”) or foreign business certificate (“FBC”) must have at least 2 million baht in registered capital. This requirement is a significant deterrent to many potential investors, particularly for service companies that need to hire workers.

Treaty of Amity companies can avoid this restriction, if they meet the requirements. The first step in this process is getting a certification from the US Commercial Service (CS). Once completed, this letter can be submitted to the Ministry of Commerce’s Department of Commercial Registration in Thailand to receive a FBL or FBC. Once approved, the company will be granted “national treatment” under Thai law and will be treated as if it were 100% Thai-owned.

Registering a Company Under the Thailand Board of Investment

Registering a company under the Thailand Board of Investment (BOI) is an important step for foreign entrepreneurs. The benefits of BOI affiliation include both tax and non-tax incentives.

These incentives include 100% foreign ownership, reduced requirements for hiring foreign workers and the ability to own land for industrial projects. Other perks include a quota exemption for bringing in skilled workers and more.

How to Register a Company

The Thailand Board of Investment is a government organization that promotes investments in targeted economic sectors by offering fiscal and non-fiscal incentives. Foreign investors are permitted to have 100% ownership of a private limited company if their businesses meet the requirements set by the BOI.

The first step in registering a business under the BOI is to reserve a company name online with the Department of Business Development. Then, prepare a Memorandum of Association and Articles of Association, bank certificate, list of shareholders, director forms signed by all directors, and a declaration of business operation form.

Obtaining a BOI certificate takes about six months. Once you have it, you need to demonstrate that your business is operating and show proof of funds (at least one-fourth of the essential capital requirement of 1M+ THB). In addition, you will need to secure work permits for all expatriate employees. Our experienced team can help you with all aspects of the BOI process, from preparing your pitch to BOI officers to ensuring compliance once you have your BOI license.

Obtaining a Company Registration Certificate

A Company Registration Certificate is a proof that a business has been registered with the government. Providing this certificate to clients, suppliers and lenders is a way to reinforce the legal validity of your business. It can also expedite the process of obtaining various licences including debt collection and industry specific licences.

The BOI is a government body that promotes investment in the country by devising different investment policies. This agency operates under the Prime Minister’s office and provides several benefits to companies that are promoted by it. These include tax and non-tax incentives. The former consists of exemptions and reductions in corporate income tax for a certain amount of years, and a decrease in taxes on dividends payable to shareholders.

Non-tax incentives can also include a deduction in the costs of electricity, transportation and water supply, as well as exemption from import duties on machinery and raw materials. This can help reduce production costs and increase productivity.

Obtaining a Company Tax Identification Number

A business tax identification number is an important piece of information to have when starting a new company. It can help you get a business bank account and save time when filing taxes. It can also make it easier to track your profits and losses. You can obtain a TIN through an online form, or by submitting a paper application.

A company is an artificial person created by law with a distinct legal identity, perpetual succession, common seal and shares of capital, which can be traded and owned. Depending on the country, it can be limited or unlimited in its capital, public or private, a corporation with or without share capital, a partnership or a community interest company.

If you want to apply for a TIN by phone or mail, it will take much longer than using an online application. For example, if you use the mail-in method, it can take up to six weeks for your TIN to be returned. This is a slow and inefficient method of applying for a TIN.

Obtaining a Company Bank Account

Once a company has been promoted by BOI and receives its promotion certificate, it is required to obtain a bank account. This can be done at the company’s one-stop service center or by contacting a bank directly. The bank will be required to verify the company’s ID number and registration number.

The BOI is Thailand’s primary investment promotion agency and offers tax and non-tax incentives to businesses that operate in targeted economic sectors. It also provides assistance to companies with navigating Thai regulations and is a key factor in the country’s improvement in the World Bank’s Doing Business Report over recent years.

The BOI promotes investments that will help enhance national competitiveness and drive a balanced, sustainable economy. This includes promoting R&D, innovation, value creation in the agriculture and industrial sector, SMEs, fair competition, and environmental sustainability. In addition, it focuses on outward investments to developing countries. Outbound investments are typically made through the BOI or the MOC’s Department of International Trade Promotion (DITP). Both agencies focus on boosting competitiveness and supporting SMEs in international markets.

Set Up a Representative Office in Thailand

Many foreign companies looking to enter the Thai market choose to set up a Representative Office. This allows them to conduct non-revenue generating activities in the country without having to establish a full business entity.

Representative offices are 100% foreign owned and don’t pay corporate taxes. However, they must meet staffing requirements and report annually.

Getting Started

A foreign company that wants to explore the potential of the Thai market without investing in a full-fledged business operation can establish a Representative Office. This type of entity carries out non-revenue-generating activities on behalf of the head office, such as conducting research and providing advice. It can also source and inspect products and provide quality control.

The first step is to complete a feasibility study. This will help determine the potential of the local market, legal and regulatory requirements, and cost considerations. It is also advisable to seek the assistance of a local law firm or accounting firm with expertise in setting up representative offices.

Once the feasibility study is completed, a foreign company must register its representative office with the Department of Business Development (DBD). It must also submit a letter of authorization from the head office and a list of authorized personnel. The office must also comply with Thai labor laws and obtain visas and work permits for foreign employees.

Choosing the Right Business Form

A Representative Office in Thailand is a great option for companies that want to establish a presence in the country without engaging in revenue-generating activities. However, setting up a Representative Office can be challenging for foreign companies because they have to find a local manager and complete a lot of paperwork.

The Representative Office is allowed to perform non-revenue-generating activities, including reporting on business movements in the country and establishing contacts with local customers and distributors. The office can also conduct market research and provide important support to the company’s headquarters.

The Representative Office must pay a fee when it starts operations and submit audited financial statements, even though it will not earn any income in the country. It can also hire employees, but any staff members must have taxpayer cards and be subject to personal income tax. It must also pay an annual fee to the Ministry of Commerce. It is not subject to corporate income tax with the exception of deposit interest from remitted funds.

Obtaining a License

Generally, a foreign parent company that wants to set up a Representative Office will submit the following documents to the Department of Business Development:

A certificate of incorporation and financial statements of the parent company. A letter of recommendation from the parent company’s director. A business plan outlining the intended activities of the Representative Office. A notarized power of attorney from the agent or principal manager who will manage the day-to-day operations of the Representative Office in Thailand.

A bank account for the Representative Office in Thailand through which it will receive remittances of funds to cover operating expenses. A work permit for any foreign staff (maximum of two) at the Representative Office. A tax ID and compliance with reporting obligations. A report to the head office on business movements in Thailand. The Rep Office can’t sell products directly or engage in business negotiations; but it can report on the market to help its parent company make better decisions about expanding into Thailand.

Choosing a Location

A representative office, also known as a rep-office or regional office, is the most common option for foreign companies to operate in Thailand. As a non-trading entity, this office cannot generate income in the country but can perform a number of limited business activities and report back to its head office on the market, clients and supply situation.

The process of establishing a representative office is relatively quick and easy. To set up this office, you will need to submit a number of documents, including the certificate of incorporation and financial statements from your parent company, a letter of recommendation from the company in question and power of attorney for the manager in Thailand (to be certified as true copies by the embassy or consulate). The branch does not require a Thai partner, unlike other types of businesses. Nevertheless, it is essential to choose an appropriate location for your office. This will influence the location of your employees, your ability to access your target markets and the cost of acquiring and maintaining office space in the country.

Thai Limited Company Registration

Before establishing a company in Thailand, you must prepare the Memorandum of Association and call a statutory meeting. This will allow the company to define its objectives, capital, and shareholders. It is also important to note that some business activities have restrictions on foreign ownership.

A Thai Limited Company must have a minimum registered capital of 2 million baht. In addition, it must adhere to accounting and auditing procedures.

Company name reservation

A company name is a crucial part of the registration process, and choosing the right one can help you establish your brand identity and build trust with customers. It can also protect your intellectual property rights and prevent potential disputes with other companies.

In order to reserve a company name, you must submit an application with the Department of Business Development (DBD). The DBD will review the name and ensure it is unique and complies with their guidelines. It may take a few days for the department to reserve the name.

After the name is reserved, you must prepare a Memorandum of Association and Articles of Association (AOA). You will also need to deposit the capital required by the DBD. Once your documents are ready, you can open a corporate bank account and begin operating your business.

Memorandum of Association

A memorandum of association (MoA) is an official document that sets out a company’s objectives, authorized capital, shareholders, and other relevant details. It is an essential step in forming a limited company. The MoA is distinct from the Articles of Association, which outlines how a company is run.

We can help you draft a comprehensive and thorough MoA and complete all required paperwork for your business to be registered in Thailand. We can also assist you with obtaining any sector-specific licenses that your company may need to operate in the country. Contact us to schedule a free consultation, and we’ll walk you through the process of setting up your company in Thailand.

Shareholders

During the process of forming a Thai limited company, the initial promoters of the business must register themselves as shareholders. This ensures that their liability is limited to the amount of money they invested in the company. It also helps in ensuring compliance with accounting procedures.

It is recommended that at least three shareholders be registered for the company. These must be natural persons. Foreigners may hold up to 49% of the company’s shares. However, certain industries have restrictions or require special permissions for foreign ownership.

The company must prepare and submit financial statements every year. Failure to comply with these requirements can result in a Baht 50K fine. It must also issue share certificates to its shareholders and maintain a book of register.

Directors

Directors of a Thailand limited company are responsible for the management of the business. They are also liable to the extent of their shares. The most popular form of business in Thailand is the private limited company. This business structure is popular among foreign investors as it offers separation between ownership and management. However, the majority of the company shares must be held by a Thai citizen. Foreigners can also set up a BOI certified company if their activities fall within the scope of BOI promotion.

It is important to note that the registered office must be located in Thailand. The address must be registered and permission must be obtained from the property owner. The company must also submit financial statements and comply with tax regulations. It must also have an official stamp to sign documents.

Company registration

Company registration is one of the most important steps for foreign investors planning to set up a business in Thailand. However, it is a complicated process that requires careful preparation and consideration. It is best to have a service provider like Acclime handle the entire process for you to avoid any hassles.

Choosing the right name for the company is crucial. It must be unique and not resemble any other registered names in Thailand. In addition, the name must end with “Limited.” Name reservation can be done online and is usually approved within a few days.

The next step is preparing the Memorandum of Association and calling a Statutory Meeting. The MOA must outline the objectives, capital, shareholders, and directors of the company. It must also list any form of contracts entered into by the company.