泰国外国人商业法ForeignBusinessAct.docx

1、泰国外国人商业法ForeignBusinessAct泰国外国人商业法-Foreign-Business-ActForeign Business ActB.E. 2542 (1999)-Bhumibol Adulyadej, Rex.Given on this 24th day of November B.E. 2542 (1999)Being the 54th year if the present reign.His Majesty King Bhumibol Adulyadej has been pleasantly pleased to proclaim that it was expe

2、dient to improve the law governing the business operation of foreigners.This Act has some provisions relating to the restriction of the rights and liberty of individuals but by implication of Section 29 in conjunction with Section 35 and Section 50 of the Constitution of the Kingdom of Thailand, the

3、 restriction can be implemented by virtue of the law.By and with the advice and concurrence of the Parliament, His Majesty the King graciously ordered the enactment of this Act as follows:Section 1. This Act shall be called the Foreign Business Act 1999.Section 2. This Act shall come into force imme

4、diately after the lapse of the 90 day period that commences on the date of its publication in the Government Gazette.Section 3. The following shall be repealed:(1) Announcement No. 281 of the National Executive Council dated November 24, 1972.(2) The Act of 1978 amending Announcement No. 281 of the

5、National Executive Council dated November 24, 1972.(3) Act No. 2 of 1992 amending Announcement No. 281 of the National Executive Council dated November 24, 1972.Section 4. In this Act:Foreigner means(1) Natural person not of Thai nationality.(2) Juristic person not registered in Thailand.(3) Juristi

6、c person registered in Thailand having the follow-ing characteristics:(a) Having half or more of the juristic persons capital shares held by persons under (1) or (2) or a juristic person having the persons under (1) or (2) investing with a value of half or more of the total capital of the juristic p

7、erson.(b) Limited partnership or registered ordinary partner-ship having the person under (1) as the managing partner or manager.(4) Juristic person registered in Thailand having half or more of its capital shares held by the person under (1), (2) or (3) or a juristic person having the persons under

8、 (1), (2) or (3) investing with the value of half or more of its total capital.For the purpose of the definitions, the shares of a limited company represented by share certificates that are issued to bearers shall be deemed as the shares of aliens unless otherwise provided by ministerial regulations

9、.Capital means the registered capital of a limited company or paid-up capital of a public limited company or the money invested in a partnership or juristic person by its partners or its members.Minimum Capital means the capital of the foreigners in the case where the foreigners are juristic persons

10、 registered in Thailand and, in the case where the foreigners are juristic persons not registered in Thailand or natural persons, it shall mean the foreign currencies that the foreigners bring in and use at the commencement of the business operation in Thailand.Business means the business operation

11、in agriculture, industry, handicraft, commerce, service or other dealings for business purpose.License means a business operation license.Licensee means a foreigner who has obtained the License.Certificate means a business operation certificate.Certificate Grantee means a foreigner who has obtained

12、the Certificate.Committee means the Foreign Business Committee.Competent Official means a person appointed by the Minister to undertake actions in compliance with this Act.Registrar means a person appointed by the Minister as a foreign business registrar.Director-General means the Director-General o

13、f Commercial Registration Department.Minister means the Minister in charge of this Act.Section 5. In permitting the foreigners to operate the businesses under this Act, the advantages and disadvantages to the nations safety and security, economic and social development, public order or good moral, a

14、rt, culture and tradition of the country, natural resource conservation, energy and environment, consumer protection, size of the enterprises, employment, technology transfer, and research and development shall be taken into account.Section 6. The following foreigners shall be prohibited from operat

15、ing any business in Thailand:(1) Foreigners deported or pending deportation.(2) Foreigners staying in Thailand without permission under the law governing immigrants or other laws.Section 7. The following foreigners may operate businesses upon obtaining a License from the Director-General and may ope

16、rate only certain businesses and in the locality announced with the approval of the Cabinet by the Minister in the Government Gazette. The Minister may prescribe any condition deemed Section 14. The minimum capital used at the commencement of the business operation shall not be less than that prescr

17、ibed 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 n

18、o 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

19、 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.Section 15. The foreigners may operate the business under List Two only if Thai nationals or juristi

20、c 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

21、the number of Thai directors shall not be less than two-fifths of the total number of directors. Section 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 o

22、r 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 Cou

23、ncil No dated November 24, 1972 unless they have been released at least five years prior to the date of the license application.(6) Never having been imprisoned for fraudulent acts, debtor cheating, embezzlement, offenses connected with trade under the Criminal Code or for offenses relating to fraud

24、ulent 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

25、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 prohibite

26、d characteristics referred to in paragraph one.Section 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 c

27、ase 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

28、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 da

29、te of the Cabinets approval or the date of the Director-Generals permission.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

30、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 wi

31、thin 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.Section 18. The Minister with the advice of the Commit