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SETTING UP COMPANY IN THAILAND

 What are required registrations and licenses?
Government Labor Registration
A company with a minimum of 10 regular employees is required to establish written rules and regulations governing work performance in Thai language. A copy of the rules must also be submitted to the Director General of the Labour Department, and displayed on the work premises within 15 days of the date on which the number of employees has reached 10 or more.

An employer with 10 or more regular employees is also required to maintain an employee register in Thai language with documents pertaining to the payment of wages, overtime, holiday work, etc.

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Foreign Business Licenses
Businesses subject to the Foreign Business Act are classified into three categories: List 1, List 2 and List 3.
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List 1 consists of consists of businesses strictly prohibited to foreigners with special reasons.
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List 2 consists of businesses concerning national safety and security, business affecting art and culture, tradition, and folk handicraft or the business affecting natural resources or environment.
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List 3 consists of businesses in which Thai nationals are not ready to compete.

A license for businesses under List 2 and List 3 may be obtained from the Ministry of Commerce with the approval of the Cabinet and the Director General with the consent of the Foreign Business Board respectively. Conditions attached to foreign business licenses are minimum capital of 3,000,000 Baht (Non-restricted foreign businesses require a minimum capital of 2,000,000 Baht), minimum debt/equity ratio, number of foreign directors resident in Thailand, amount of period of investment, technology and assets, etc.

For List 2 businesses, Thai persons must own a minimum of 40 percent of the shares and at least 2/5 of the directors must be Thai.

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Social Security Fund
The Social Security Scheme is operated according to the Social Security Act B.E. 2533 (A.D.1990) and its Amendment B.E. 2537(A.D.1994) and B.E. 2542 (A.D.1999).

The employers with one or more employee have to submit the registration forms within 30 days by themselves or authorized person at the Social Security Office (SSO). The employers also have to inform the Office by filling forms when the number of employees increases and decreases.

The contribution made to the Fund is from employers, employees, and government. Employers must deduct 4% of an employee’s monthly wage, and contribute the same amount of employee. With monthly wage at minimum and maximum of Baht 1,650 and Baht 15,000 respectively, the monthly contribution is ranged from Baht 66 to Baht 600.
*Note: the rate will change to 5% from January 1, 2004 onwards.

The benefits for registered employees cover Sickness of Injuries Benefit, Maternity Benefit, Invalidity Benefit, Death Benefit, Child Allowance and Old-Age Benefit. A Company should study the details of each benefit and understand the qualified conditions to receive each benefit.

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Workmen’s Compensation Fund
Workmen’s Compensation Fund (WCF) is set up according to the Workmen’s Compensation Act. The Fund is to replace employer’s liability and to protect employees against injury, disease, disability, or death resulting from employment.

WCF must be registered at the same time of registration of Social Security Fund, i.e. within 30 days from the date of the establishments have 1 or more employees.

Employers make the contribution annually and the amount of contribution will be assessed by WCF, which is calculated from total wages of employees multiplied by contribution rate of that type of business. The contribution rate from 0.2% to 1.0% of wages is based on risk rating of establishment type classified by industrial classification. The rate may change in the fifth year of contribution depending upon the accident record of their business.

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Tax Registration
Businesses that are required to pay income tax must obtain a tax I.D. card and number for the company from the Revenue Department within 60 days of incorporation or start of operations. Business operators earning more than 1,200,000 Baht per annum must register for Valued Added Tax with in 30 days of the date they reach 1,200,000 Baht in sales
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Factory License
Governed by the Ministry of Industry, the Factory Act of 1969 (latest amended in 1992) stipulated regulations for factory construction and operation, factory expansion and safety requirements. A license may be required from Ministry of Industry for some factories prior to operation while some other factories do not require licensing or only require advance notification to officials before the start of operations. In general, the degree of government control depends on the degree of environmental protection.

Licenses granted are valid until the end of the fifth calendar year from the year in which the business started operations, unless the factory is transferred, leased or subject to hire purchase, or if operations stop. In these cases, the license is regarded as having expired when a license is issued to the factory’s new operators or when the operations are ceased. Prior to the date of expiration, a Company must submit an application for renewal of licenses together with a fee of 100,000 Baht. If an application is submitted after the expiry date but within 60 days, it will be processed normal, however, with an additional fee of 20,000 Baht.

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