14. The minimum capital used at the commencement of the business operation
shall not be less than that prescribed by ministerial regulations and
shall in no case be less than two million Baht.
In the case where the businesses in the
preceding paragraph require the licens under the Lists attached hereto,
the minimum capital to be prescribed in the ministerial regulations for
each of the businesses shall in no case be less than three million Baht.
Ministerial regulations issued by virtue
of this Section may also prescribe the time for the minimum capital to
be brought or remitted into Thailand.
The provisions of this Section shall not
apply in the events where the foreigners make the invest with the money
or property derived from the business operation that has previously been
in operation in Thailand in another business or use them as a share or
an investment in other enterprises or juristic persons.
15. The foreigners may operate the business under List Two only if
Thai nationals or juristic persons that are not foreigners under this
Act hold the shares of not less than 40% of the capital of that foreign
juristic persons. Unless there is a reasonable cause, the Minister with
the approval of the Cabinet may reduce the proportion requirement but
it shall not be less than 25 percent and the number of Thai directors
shall not be less than two-fifths of the total number of directors.
16. Foreigners applying for a license shall have the following qualification
and shall not have the prohibited characteristics below:
(1) Being not younger than 20 years old.
(2) Having residency or being permitted
to temporarily enter into Thailand under the immigration law.
(3) Being neither incompetent nor quasi-incompetent.
(4) Not being a bankrupt.
(5) Never having been punished by a court
judgement or fined for an offense under this Act or Announcement No. 281
of the National Executive Council No dated November 24, 1972 unless they
have been released at least five years prior to the date of the license
(6) Never having been imprisoned for fraudulent
acts, debtor cheating, embezzlement, offenses connected with trade under
the Criminal Code or for offenses relating to fraudulent loans to the
public or for offenses under the immigration law unless they have been
released at least five years prior to the date of application.
(7) Never having a license issued under
this Act or under Notification No. 281 of the National Executive Commercial
dated November 24, 1972 revoked during the five-year period prior to the
date of the license application.
In case of the juristic person being the
license applicant, the Foreign directors, managers or the persons responsible
for the operation of the juristic person shall also have the qualifications
and shall not have the prohibited characteristics referred to in paragraph
17. In applying for the permission to operate the business, the foreigners
shall submit the applications to the Minister or Director-General in accordance
with the rules and procedures prescribed in the ministerial regulations.
The Cabinet, in case of the business under List Two, or the Director-General,
in case of the business under List Three, shall approve or give permission,
as the case may be, within 60 days of the date of the application. In
the case where there is a cause for the Cabinet to be unable to give the
approval within the period, it shall be extended as necessary but shall
not exceed 60 days from the lapse of the period.
When the Cabinet has given the approval
or when the Director-General has given the permission under paragraph
one, the Minister or the Director-General shall issue the license within
15 days of the date of the Cabinet's approval or the date of the Director-General's
In giving the approval, the Minister may
prescribe the conditions as stipulated by the Cabinet or described in
the ministerial regulations issued under Section 18 in case of businesses
under List Two or the Director-General may prescribe the conditions as
stipulated in the ministerial regulations issued under Section 18 for
the case of businesses under List Three.
If the Cabinet does not permit the foreigners
to operate the businesses under List Two, the Minister shall notify the
foreigners of the decision in writing within 30 days and the reasons for
the disapproval shall be clearly indicated.
If the Director-General does not permit
the foreigners to operate the businesses under List Three, the Director-General
shall notify the foreigners of the decision in writing within 15 days
and of the reasons for the disapproval shall be expressly indicated. The
foreigners are entitled to lodge an appeal with the Minister and the provisions
of Section 20 shall apply mutatis mutandis.
18. The Minister with the advice of the Committee is empowered to
issue the ministerial regulations prescribing any of the following conditions
for the foreign licensees to comply with;
(1) The ratio of the capital and loans to
be used in the permitted business.
(2) Number of foreign directors who must
have domicile in the Kingdom.
(3) Number and period for keeping the minimum
capital in country.
(4) Technology or assets.
(5) Other necessary conditions.
19. If it turns out that any licensee or certificate grantee:
(1) violates the conditions prescribed by
the Minister under paragraph one of Section 7;
(2) does not comply with the conditions
prescribed in paragraph two of Section 11 or paragraph three of Section
(3) violates Section 15;
(4) lacks the qualifications or has the
prohibited characteristics under Section 16; or
(5) commits the offenses under Section 35.
Then in the cases under (1), (2), and (3),
the Director--General shall give a written notification to the licensee
or the certificate grantee instructing them to comply with the conditions
under paragraph one of Section 7, paragraph two of Section 11 or paragraph
three of Section 17 or correctly comply with Section 15, as the case may
be, within the period that he deems appropriate. If the licensee or certificate
grantee does not comply with the instruction as notified by the Director-General
in writing without any appropriate reason, the Director-General shall
be empowered to temporarily suspend the license or business operation
for a suitable period but it must not exceed 60 days from the date of
instruction. At the expiry of the periods, if the foreigner has not yet
made a complete correction, the Director--General shall consider revoking
the license or certificate or make a recommendation to the Minister to
consider revoking the license as the case may be.
In the case of (4) and (5), the Director-General
shall consider revoking the license or make a recommendation to the Minister
to consider revoking the license as the case may be.
20. If the Director-General temporarily suspends the license or the
business operation or revokes the license or certificate under paragraph
two of Section 19, the licensee or the certificate grantee shall be entitled
to lodge an appeal in writing with the Minister within 30 days of the
date on which it receives the instruction.
The appeal will not stay the enforcement
of the Director--General's instruction unless otherwise order by the Minister
with the advice of the Committee.
The Minister shall make a decision on the
appeal within 30 days of the date on which the appeal is submitted. The
decision of the Minister shall be final.
21. Subject to Section 7, Section 19, and Section 20, the license
shall be indefinitely valid until the licensee stops doing the permitted
business. The certificate shall be valid for a period permitted by the
Thai Government or as prescribed by the treaty for such business operation
or throughout the period for which such business is investment promoted
or the export industry or trade is allowed to be operated as the case
may be except where the certificate grantee stops the permitted business
operation prior to the expiry of the period, the certificate shall be
valid until then.
The licensee or certificate grantee shall
display the license or certificate at an overt place in his business premises.
If the license or the certificate is damaged or lost, an application for
a substitute shall be made to the registrar within 15 days of the date
on which the defect or loss is known.
The application and issuance of the substitute
license or certificate shall be in accordance with the forms and procedures
prescribed by the Minister but the period for issuing the substitute shall
not exceed 30 days from the date on which the application if received.
The substitute shall be deemed the document substituting the license or
certificate until a new license or certificate is obtained.
22. If the license or the certificate grantee stops the business operation
or relocates the office or place of business, a notification on the stoppage
shall be filed with the registrar within 15 days of the stoppage date
or relocation date in accordance with the forms and procedures prescribed
in the ministerial regulations.
23. There shall be a Foreign Business Committee consisting of the
Permanent Secretary of the Ministry of Commerce as the Chairperson, Secretary
General of the National Economic and Social Development Board, Secretary
General of the Board of Investment, Representative of the Ministry of
Defense, Represen-tative of the Ministry of Finance, Representative of
the Ministry of Foreign Affairs, Representative of the Ministry of Agriculture
and Co-operative, Representative of the Ministry of Transport and Communications,
Representative of the Ministry of Interior, Representative of the Ministry
of Labour and Social Welfare, Representative of the Ministry of Science,
Technology and Environment, Representative of the Ministry of Industry,
Represen-tative of the Ministry of Education, Representative of the Ministry
of Public Health, Representative of the Law Society of Thailand, Representative
of the Office of the Consumer Protection Board, Representative of the
Royal Thai Police, Representative of the Thai Chamber of Commerce, Representative
of the Federation of Thai Industries, Representative of the Thai Bankers
Association and no more than 5 learned persons as appointed by the Minister
as the Committee Members and the Director-General of the Commercial Registration
Department shall be the Committee Member and Secretary.
The learned persons shall have the knowledge
and expertise in economics, law, commerce, science, technology, environment,
trade, investment, business administration, or industry and shall not
be advisors to political parties or have any political position.
In the case where the representatives in
Paragraph one are the representatives of government units, they shall
have the positions that, in ranking, are not lower than Director-General
position or equivalent thereof. And, in the case where they are the representatives
of the Thai Chamber of Commerce, the Federation of Thai Industries, the
Thai Bankers Association, they shall have the position ranking of not
lower than a director of the Chamber, Federation or Association.
24. The learned committee members shall have the tenure of two years.
In the case where a committee member vacates
the office prior to the expiry of his term or in the case where the Minister
appoints additional committee members while the appointed committee members
still have the tenure, the substitute committee members or the additional
committee members shall retain their office during such time only as the
appointed committee members are entitled to retain the office.
The learned committee members leaving the
office shall be eligible for reappointment but they may not retain the
office for two successive terms.
25. Apart from leaving the office under Section 24, the learned committee
members shall leave the office upon;
(3) Being removed by the Minister due to
disgraceful conduct, malfeasance, breaching his duty or being deficient
(4) Being declared bankrupt;
(5) Being incompetent or quasi-incompetent;
(6) Being imprisoned by a final judgment
except for offenses negligently committed or for misdemeanor offenses;
(7) Lacking the qualification under paragraph
two of Section 23.