Following a phone call with A&O London last week and a request from Andrew, I attach a questionnaire for setting up a company and BOI timeline for IHQ for your consideration and forwarding to A&O London. Below is a summary of incorporation process and IHQ activities which a new company will carry out.
A. Key Requirement for Newco
1. Shareholders
All limited companies are required to have a minimum of three shareholders which may be individuals or other companies. To register the Memorandum of Association, three individual promoters are required. These three promoters must hold one share each on the incorporation date. Thereafter, they can transfer their shares to the corporate shareholders.
2. Directors
A minimum of one director must be appointed, who may be a Thai or foreign individual. There is no requirement for the majority of the directors to be Thai individuals/
3. Capital
For IHQ, a minimum registered and paid up capital of the Newco is THB10 million.
B. Incorporating Procedures
Currently, the incorporation of a limited private company can be completed within one day (excluding the time for preparing an application and execution of the application by the shareholders and directors of a company).
C. BOI Application
If the Newco will be set up as a wholly or majority foreign-owned company, the Newco must apply for the investment promotion from the Board of Investment (BOI) in order to be exempted from obtaining a foreign business licence for service business (IHQ) from the Ministry of Commerce pursuant to the Foreign Business Act.
If the Newco will be set up as a majority Thai-owned company (e.g. using A&O Thailand or A&O Holding to hold shares), the BOI permission is not required. This is because a Thai company can freely conduct the service business in Thailand and is not subject to the Foreign Business Act.
IHQ businesses which the Newco may apply for are as follows:
(a) Organization administration and management and business planning
(b) Technical support
(c ) Marketing and sales promotion
(d) Human resources and training and development
(e ) Business advisory services (e.g. financial management, marketing, accounting system, etc.
D. Revenue Department Application
(a) Online application
(b) Hard copy of the application with director’s signature to be delivered to the Revenue Department within 5 days after online application is submitted.
(c) Business plan for IHQ businesses must be submitted together the application
Timing
Due to workload of both BOI and Revenue Department for this type of applications, the application for IHQ will take longer than usual.
Regards,
Somporn