Since Thailand and Japan has prepared the Japan-Thailand Economic Partnership Agreement (JTEPA), the persons who conduct the business according to the attachment of the Foreign Business Act B.E.2542 (1999) and who are under the JTEPA conditions can request for the business operations certificate from the Director-General of the Department of Business Development (DBD).
Criteria according to the Japan-Thailand Economic Partnership Agreement
Qualifications of Persons who have the Right to Request for Business Operations Certificate under the JTEPA must have the following qualifications
- Be the company limited registered in Thailand (except some types of businesses that registered ordinary partnership or limited partnership can request for business operations certificate).
- The company limited must have the number of foreign shareholders for less than 50% (except that some types of businesses do not have the limitation of number of foreign shareholders).
- The company’s shareholders must have the following qualifications:
- Ordinary person with Japanese Nationality
- Juristic Person established according to Japanese Law and such juristic person must have the following qualifications:
- Japanese people hold the shares for more than 50% of the juristic person’s capital
- The majority of directors must be Japanese people
- The authorized directors must be Japanese people
- The proportion of shareholding and number of shares of persons who request for certificate must be in compliance with the conditions of type of businesses under JTEPA Agreement.
- The ratio of loan to capital not exceed 3 : 1
Businesses under the Japan-Thailand Economy Partnership Agreement
Businesses according to the Lists Annexed to Foreign Business Act, B.E. 2542 (1999) under the JTEPA are classified into 15 types.
8 Businesses that must request for certificate
-
Retail
Area
Except distilled alcohol
- Products manufactured by the company or subsidiaries located in Thailand under the same brand
- Automobile products manufactured by the subsidiaries in Japan under the same brand
Conditions –
Japanese people must hold sharesnot exceed 75%
-
Wholesale
Area
Except distilled alcohol
- Products manufactured by the company or subsidiaries located in Thailand under the same brand
- Automobile products manufactured by the subsidiaries in Japan under the same brand
Conditions –
Japanese people must hold sharesnot exceed 75%
-
Advertising Business
Area –
Conditions –
Japanese people must hold shares
not exceed 50%
-
Hotel Business
Area –
Conditions
- Luxurious hotels and resorts with at least 100 rooms
- Paid-up capital of at least 800 million Baht
- Registered ordinary partnership, limited partnership, or company limited registered in Thailand
Japanese people must hold shares
not exceed 60%
-
Restaurant Business
Area
Conditions
- Full range of restaurant with the area of at least 450 square meters
- Paid-up capital of at least 50 million Baht
- Registered ordinary partnership, limited partnership, or company limited registered in Thailand –
Japanese people must hold shares
not exceed 60%
-
Management Consulting Service
Area-
Conditions
Registered ordinary partnership, limited partnership, or company limited registered in Thailand
Japanese people must hold shares
not exceed 100%
-
Logistics Consulting Service
Area
Except every type of transportation service
Conditions
Registered company limited registered in Thailand
Japanese people must hold shares
not exceed 51%
-
Maintenance and Repair Service Business
Area
- Household electrical appliances that such companies conduct the wholesale businesses in Thailand and such products are manufactured by such companies or subsidiaries in Thailand under the same brand.
- Household electrical appliances that the subsidiaries in Japan manufacture under the same brand.
Conditions
- Company limited registered in Thailand
- Paid-up capital of at least 100 million Baht
- Number of directors with Thai nationalities must be in compliance with the proportion of the shareholding in Thailand
- At least 50% of senior technicians must have Thai nationalities
- At least one foreign director must stay in Thailand
- At least 1 senior managermust have Thai nationality
- Have only one service center – Transfer technology to Thai people such as training during working, offering information and necessary knowledge to Thai employees
Japanese people must hold shares
not exceed 60%
Note:
- Subsidiaries means Company registered in Thailand or Japan and more than 50% of its shares are held by
- Company directly registered in Japan
- Company registered in Japan via other companies registered in Thailand or Japan
- Senior technician means technicians who also have the supervising responsibilities
- Transferring technology means transferring technical knowledge, technological choice and technological procedures from Japanese companies or engineers or technicians of such companies to Thai engineers and technicians of the Japanese companies who request to utilize the rights under JTEPA at the activity level of such engineers or technicians.
7 Businesses that do not request for certificate
-
Marketing Management Consulting Service
Area –
Contitions –
Japanese people must hold shares
not exceed 49%
-
HR Management Consulting Service
Area –
Contitions –
Japanese people must hold shares
not exceed 49%
-
Production Management Consulting Service
Area –
Contitions –
Japanese people must hold shares
not exceed 49%
-
Project Management Consulting Service
Area
Except construction
Contitions –
Japanese people must hold shares
not exceed 49%
-
Marina Pier Service Business
Area
Motorboat and sailboat for private purposes or recreation with anchor and maintenance service
Contitions –Japanese people must hold shares
not exceed 49%
-
Computer Service Business and Other related services
Area –
Contitions –
Japanese people must hold shares
less than 50%
-
University Educational Service
Area –
Contitions
- At least 50% of the members of university council must have Thai nationality
- Must perform the duties according to Private Higher Education Institute B.E.2546
Japanese people must hold shares
less than 50%
Requesting Business Operations Certificate
-
Requirements
- Form to request the certificate Tor.6
- Explanations of type of businesses that would like to request for certificate
- Evidence of juristic person registered in Thailand demonstrating names, capital, objective, location, name and nationality of directors and authorized directors
- Letter to inform the proportion of shareholding between Thai people and Aliens, number of shares, type of shares that people with Japanese nationalities hold.
- In case that the shareholders or major partners of persons who request for certificate are juristic person, shall submit the evidence or documents for proof of juristic persons demonstrating name, capital, objective, location, name and nationality of directors and authorized directors, name and nationalities of shareholders or details of partners.
- Nationality certificate of persons who request for certificate in order to ask for the right from the Japanese Embassy in Thailand
- Copy of passport or Alien’s ID card
- Map of business locations in Thailand
- Letter of power of attorney in case that other persons perform the duties.
-
Procedures
- Provide the company’s documents and requirement documents (At least 2 weeks)
- Prepare the application (At least 2-3 working days)
- Submit the application and supporting documents to DBD (1-2 working days)
- The issuance of certificate must be within 30 days from the date obtaining the letter from foreigners
-
Government Fees
22,000 THB
Our Services
- Providing application and supporting documents
- Providing and apply for Foreign Business Certificate
- Providing and report the project operation to DBD
- Translation
- Legalization by Ministry of Foreign Affair
- Legalization by Embassy
- Power of Attorney
- Notary Public
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