How to set up a company

. Lawyer Pattaya, Thailand. Set up a new company or close an old one is a very delicate matter. The importance of a competent lawyer in Thailand to properly set up a company with a clear translation in your language is fundamental.
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How to properly set up a company
How to close (liquidate) a company

 Company Formation


 Setting up a new company in Thailand is a very delicate matter. Our law firm highly specialised in company-set up in full respect of the law, offering maximum guarantees to our clients.

We set up commercial companies to safely manage your business and companies entitled to own land and houses.
 ss the Co. Ltd.

What you should know before establishing a new company ltd. 
From an article of Dr. Carlo Filippo Ciambrelli
Yes you have read well "Her Highness" because that is what  "She", the Company Ltd, actually  is: an absolute majesty and a virtual wife for any foreigner (and not only) that intends to start a business or to invest in Thailand.

 Continuous reading from setting up a new company

...We will follow you step by step from A to Z and at very competitive prices. 
How to safely by land and houses in a company-name mantaining full control of it.
Company audit and regularity contol.
Modifications and changes of share-holders, director, company's statute,  
Company litigations.

Continuous reading from the Virtual Wife

...She can in fact legally permit you to live, to work, to have a regular income, to get a long term visa (even if you are younger then 50 with no wife in flesh and bones, or children and you are not a student), to buy land and houses etc. etc.
In other words she has an incredible power. I dare say that she is a person, (even though just a "legal person" to be precise) with a magic wand.
As any "person" She has a birth-day (the day of registration), a head (the director/directors) arms and legs (the share-holders), a heart (the social capital) and a soul (the constitution act).
Here a few examples of what Her Highness the Co.Ltd can legally do for you: get into business, buy almost any kind of goods including land and houses, sign contracts, open bank accounts, import and export, apply to obtain licences, just to mention a few.
But, unfortunately, there is always a "but"; in fact, just as any person, she can be a "good" person or a "bad" person or, if you prefer a rightful and indulgent highness or a bad tempered tyrant.
It depends only on you.
In fact, even though, in mere theory, anybody can establish a new company, in no fields of the law, the assistance of an expert of absolute trust, competence and experience could be more important, no matter the reason why you want to establish it.
The very moment you start a new company, you are practically marrying a foreigner who speaks a language you might not understand and the future of your business, your land or your house, will very much be in her hands. Problems might not come immediately, or so it seems, but I would like to remind everybody that the DSI (Department of Special Investigations) is deeply looking into any possible irregularities and, in some cases, the consequences can be very harsh and painful.
Here is what you should absolutely be aware of: 
- The Company Director. With a few limits  is the real boss. He will decide and dispose, sign checks, close contracts, substitute share holders etc. He takes, of course, full responsibility for his acts in front of the majority of the share holders, but in case of misdoing or mistakes it could be far too late to repair the damages. The Pattaya Provincial Court daily time-board shows as the majority of court litigations usually taking place between private citizens and companies.
- The Shareholders. As it is well known, a foreigner can (for now at least, a new law might be approved soon) own no more the 49% of the total shares.
It goes alone that, as in any "company" or party the "quality" of your partners will make a great difference. Being extra careful in choosing them and seeking the previous advise of an expert is imperative.
- The Responsibility. A Company Ltd.  by definition will be responsible only with its capital in case of legit operations. Nevertheless it should be well noted that in case of infringements of the law, the directors will be responsible with all their assets, leaving alone the fact that the responsibility for crimes is always "ad personam", personally belonging to the doer. 
- Heritage. In case of decease your inherits can be the beneficiaries of the shares regularly registered in your own name only. Again it's obvious how important is to choose the right ones.
-  the social capital corresponding to the investment of any shareholders should be regularly deposited in their bank accounts. 
To establish a company with more then 4.999.999 baht, bank statements, showing that all shareholders have the related funds, are strictly necessary and requested by the administrative authorities.
-Work permit.  To obtain a work permit the minimal capital is of 2.000.000 baht per every foreigner, plus four Thai employees.
Only a Thai director or co-director or an other foreigner already in possession of a regular work permit can apply for a new one.
After all this you might start wondering if starting a private personal business with Her Highness the Company is really a good idea.
Well, in my humble opinion it is in most circumstances, provided that you proceed with extreme consciousness and most important with the help and advise of a trustful expert. In no field like in this, Do-it-yourself or using an improvised help just to initially  safe a few bath  might be a greater mistake than marying in most cases to a real bad "wife" and transforming the pleasure of living, working, doing business or simply buying a house in Thailand in a true nightmare. 

Impeachment of Company Director – Procedure (Exctract)

How to change the director of a company without his/her consent.
Section 1173 1. Minimum 1/5 of shareholders (20%) must send a request (registered mail) to the Director indicating the reasons. The Director shall set up EGM of  the shareholders  within 30 days.
Section 1174 2. After 30 days, should the Director fail in setting up the meeting the share holders can call for a EGM them self with ads of  call  for EGM in local newspapers twice and send registered mails to every share holders present in the Share Holders List minimum 7 days before the meeting.
Section 1182  5. Vote. Open Vote (show hand): 1 person 1 vote. Secret Vote: 1 Share 1 vote point.
Section 1188  6. The shareholders can be represented by proxy to join the meeting and to vote.  (Minimum two meetings).
DBD(Department of Business Development) will send a letter to the old Director to inform him/her about the vote and the changes. The old director might oppose within 30 days.
Only after an appropriate examination or luck of any oppositions the director can be changed.
In few words here the real minimum time necessary to close the impeachment:  30 days first letter sent +7+7 days - call for EGM meeting by shareholders +14 days from the first meeting to the 2nd meeting +30 days for DBD’s consideration time.
In total at least 88 days

Given that persons who land in Hong Kong as visitors are normally not allowed to establish or join in any business during their stay in Hong Kong, IRD will require businesses with non-resident sole proprietor or partners to provide further information (see Sample Questions) with a view to ensuring that the particulars, including the date of commencement, stated in the relevant application form are correct. Please note that any person who submits false information shall be guilty of an offence and liable to a fine of $5,000 and to imprisonment for 1 year under the Business Registration Ordinance.
How to Register 
•    To register a business, you have to:
◦                     complete a prescribed application form
◦                     pay the business registration fee & levy; and
◦                     produce your proof of identity.
•    Levy is collected for the Protection of Wages on Insolvency Fund. For details, please visit the website of Labour Department.