泰国外国人商业法

1、泰国外国人商业法-Foreig n-Busi ness-ActForeig n Bus in ess ActB.E. 2542 (1999)Bhumibol Adulyadej, Rex.Given on this 24th day of November B.E. 2542 (1999)Being the 54th year if the prese nt reig n.His Majesty Ki ng Bhumibol Adulyadej has bee n pleasa ntly pleased to proclaim that it was expedie nt to improve

2、 the law gover ning the bus in ess operati on of foreig ners.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 restrictio

3、n can be impleme nted by virtue of the law.By and with the advice and con curre nee of the Parliame nt. His Majesty the Ki ng graciously ordered the en actme nt of this Act as follows:Section 1. This Act shall be called the "Foreign Business Act 1999".Section 2. This Act shall come into fo

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 The followi ng shall be repealed:(1) Announcement No. 281 of the National Executive Council dated November 24, 1972.(2) The Act of 1978 amending Announcement No. 2

5、81 of the National Executive Cou ncil dated November 24, 1972.(3) Act No. 2 of 1992 amending Announcement No. 281 of the National Executive Cou ncil dated November 24, 1972.Sectio n 4. I n this Act:"Foreig ner" means(1) Natural pers on not of Thai n atio nality.(2) Juristic pers on not reg

6、istered in Thaila nd.(3) Juristic person registered in Thailand having the follow-ing characteristics:(a) Having half or more of the juristic person's capital shares held by pers ons un der (1) or (2) or a juristic pers on hav ing the pers ons un der (1) or (2) investing with a value of half or

7、more of the total capital of the juristic person.(b) Limited part nership or registered ordi nary part ner-ship hav ing the pers on un der (1) as the man agi ng part ner or man ager.(4) Juristic pers on registered in Thaila nd hav ing half or more of its capital shares held by the pers on un der (1)

8、, (2) or (3) or a juristic pers on hav ing the persons under (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 represe nted by share certificates that are issued to bearers shall be deemed as the shares o

9、f alie ns uni ess otherwise provided by mini sterial regulati ons."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"

10、means the capital of the foreigners in the case where the foreig ners are juristic pers ons registered in Thaila nd an d, i n 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

11、 the comme nceme nt of the bus in ess operati on in Thaila nd."Bus in ess" means the bus in ess operatio n in agriculture, in dustry, han dicraft, commerce, service or other deali ngs for bus in ess purpose."Lice nse" means a bus in ess operati on lice nse."Lice nsee" m

12、eans a foreig ner who has obta ined the Lice nse."Certificate" means a bus in ess operati on certificate."Certificate Gran tee" means a foreig ner who has obta ined the Certificate."Committee" mea ns the Foreig n Bus in ess Committee."Compete nt Official" mean

13、s a pers on appo in ted by the Mi nister to un dertake actions in complia nee with this Act."Registrar" means a pers on appo in ted by the Mini ster as a foreig n bus in ess registrar."Director-Ge neral" mea ns the Director-Ge neral of Commercial Registrati on Departme nt."M

14、inister" means the Minister in charge of this Act.Section 5. In permitt ing the foreig ners to operate the bus in esses un der this Act, the adva ntages and disadva ntages to the n atio n's safety and security, econo mic and social developme nt, public order or good moral, art, culture and

15、traditi on of the coun try, n atural resource con servati on, en ergy and en vir onment, con sumer protecti on, size of the en terprises, employme nt, tech no logy tran sfer, and research and developme nt shall be take n into acco unt.Section 6. The following foreigners shall be prohibited from oper

16、ating any bus in ess in Thaila nd:(1) Foreig ners deported or pending deportati on.(2) Foreig ners stay ing in Thaila nd without permissi on un der the law gover ning immigra nts or other laws.Sectio n 7. The followi ng foreig ners may operate bus in esses upon obta ining a Lice nse from the Directo

17、r-Ge neral and may operate on ly certa in bus in esses and in the locality announced with the approval of the Cabinet by the Minister in the Gover nment Gazette. The Min ister may prescribe any con diti on deemed expedient in the notification.(1) Foreig ners born in Thaila nd but not gran ted Thai n

18、 ati on ality un der the law gover ning n ati on ality or other laws.(2) A pers on who becomes a foreig ner as a con seque nee of his n ati on ality being revoked un der the law gover ning n ati on ality or other laws.The applicati on for a Lice nse, the issua nee of the lice nse and the period of p

19、ermissi on shall be in accorda nee with the rules and procedures prescribed in the mini sterial regulati ons.In the case where the Director-Ge neral does not permit a foreig ner un der paragraph one to operate the bus in ess, the foreig ner shall be en titled to lodge an appeal with the Mini ster an

20、d the provisi ons of paragraphs one and three of secti on 20 shall be applicable mutatis muta ndis.Section 8. Subject to Section 6, Section 7 Section 10, and Section 12(1) Foreig ners shall be prohibited from operati ng the bus in ess not permitted to them with special reas ons as described in List

21、One.(2) Foreig ners shall be prohibited from operati ng any bus in ess concerningn ati onal safety and security, bus in ess affect ing art and culture, traditi on and folk han dicraft or the bus in ess affect ing n atural resources or en vir onment as prescribed in List Two uni ess permitted by the

22、Mini ster with the approval of the Cabin et.(3) Foreig ners shall be prohibited from operati ng the bus in esses prescribed in List Three in which Thai n atio nals are not ready to compete uni ess permitted by the Director-Ge neral with the approval of the CommitteeSectio n 9. Ame ndme nts or cha ng

23、es of the bus in ess categories un der the Lists attached hereto shall be made by a royal decree except for the bus in esses un der List Two, Group 1, in which case the ame ndme nts or cha nges shall be made by an act of parliame nt.The Committee shall review the bus in ess categories un der the Lis

24、ts attached hereto at least once every on e-year period from the date this Act comes into force and shall submit its opinion to the Cabinet.The foreig ners who has operated the bus in ess not prescribed in List Two or List Three prior to the ame ndme nts or cha nges of bus in ess category un der par

25、agraph one and later on that bus in ess requires a permissi on un der this Act and the foreig ners wish to con ti nue operat ing that bus in ess shall no tify the Director-General in order to obtain a Certificate in accordance with the rules and procedure described in Secti on 11.During the period p

26、rescribed in paragraph three and while the Certificate has not bee n obta in ed, the foreig ners shall not be deemed as non-lice nsed bus in ess operators un der this Act.Sectio n 10. The provisi ons of Sectio n 5, Secti on 8, Sectio n 15, Sectio n 17, and Section 18 shall not be applicable to the f

27、oreig ners operat ing the bus in ess that are classified in the Lists attached hereto with a temporary permissi on from the Gover nment of the Kin gdom of Thaila nd.The foreig ners operati ng the bus in ess classified in the attached Lists un der a treaty to which Thaila nd is a party or is obligate

28、d to abide by it shall be exempt from the application of the Sections stated in paragraph one and shall comply with the provisions of the treaty which may in return include the entitlement of the Thai n ati on als and Thai en terprises to operate the bus in esses in the country of the foreig ners.Se

29、ct ion 11. The foreig ners qualified un der Secti on 10 wishi ng to operate the bus in ess un der the attached Lists shall no tify the Director-Ge neral un der the rules and procedures prescribed in the mini sterial regulati ons in order to obta in a Certificate. The Director-Ge neral shall issue th

30、e Certificates to the foreig ners rapidly but shall not exceed 30 days from the date on which the written no tificati on is filed, uni ess the Director-Ge neral is of the opi nion that the notification does not comply with the rules and procedures prescribed in the ministerial regulations or is not

31、in accordance with Section 10. The Director-Ge neral shall in that case promptly no tify the foreig ners within 30 days of the date on which the written notification is filed.The Certificates shall also specify the con diti ons prescribed by the Gover nment or the treaty.Sectio n 12. I n the case wh

32、ere the bus in ess of a foreig ner that is promoted under the investment promotion law or permitted in writing to operate the in dustry or trade for export un der the law gover ning the In dustrial Estate Authority of Thailand or other laws are classified in List Two or List Three attached hereto, t

33、he foreigner shall notify the Director-General in order to obta in a Certificate. After the Director-Ge neral or his assig ned Compete nt Official has exam ined the validity of the inv estme nt promoti on certificate or the permit, the Director-General shall issue the Certificate rapidly but shall n

34、ot exceed 30 days from the date on which he is notified of the acquisition of the investment promotion certificate or the permit as the case may be. In such case, the foreigner shall be exempted from the implication of this Act, except for Section 21, Section 22, Section 39, Section 40, and Section

35、42, throughout the period that the bus in ess is in vestme nt promoted or permitted for the export in dustry or trade operati on as the case may be.The issua nce of the Certificate un der paragraph one shall be in accorda nce with the rules and procedures prescribed by the Director-Ge neral.Section

36、13. In the case where the provisions of other laws regulate sharehold ing, foreig ners' part nership or inv estme nt, permissi on or prohibiti on for the foreig ners in operati ng certa in bus in esses or prescribe rules on the foreig ner's bus in ess operati on, the laws shall prevail and t

37、he provisi ons of this Act shall not be applicable to the areas that the other laws specifically gover n. Sectio n 14. The minimum capital used at the comme nceme nt of the bus in ess operation shall not be less than that prescribed by ministerial regulations and shall in no case be less than two mi

38、llion Baht.In the case where the bus in esses in the precedi ng paragraph require the lice ns under the Lists attached hereto, the minimum capital to be prescribed in the mini sterial regulati ons for each of the bus in esses shall in no case be less tha n three milli on Baht.Ministerial regulations

39、 issued by virtue of this Section may also prescribe the time for the mi nimum capital to be brought or remitted in to Thaila nd.The provisi ons of this Secti on shall not apply in the eve nts where the foreig ners make the inv est with the money or property derived from the bus in ess operati on th

40、at has previously bee n in operati on in Thaila nd in ano ther bus in ess or use them as a share or an inv estme nt in other en terprises or juristic pers ons.Sect ion 15. The foreig ners may operate the bus in ess un der List Two only if Thai nationals or juristic persons that are not foreigners un

41、der this Act hold the shares of no t less tha n 40% of the capital of that foreig n juristic pers ons. Uni ess there is a reas on able cause, the Min ister with the approval of the Cabinet may reduce the proporti on requireme nt but it shall not be less tha n 25 perce nt and the nu mber of Thai dire

42、ctors shall not be less tha n two-fifths of the total nu mber 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 youn ger tha n 20 years old.(2) Having residency or being permitted to

43、 temporarily enter into Thailand un der the immigrati on law.(3) Being n either in compete nt nor quasi-in compete nt.(4) Not being a ban krupt.(5) Never hav ing bee n puni shed by a court judgeme nt or fined for an offense under this Act or Announcement No. 281 of the National Executive Council No

44、dated November 24, 1972 uni ess they have bee n released at least five years prior to the date of the lice nse applicati on.(6) Never hav ing bee n impris oned for fraudule nt acts, debtor cheati ng, embezzleme nt, offen ses conn ected with trade un der the Criminal Code or for offen ses relati ng t

45、o fraudule nt loa ns to the public or for offen ses un der the immigrati on law uni ess they have bee n released at least five years prior to the date of applicati on.(7) Never having a license issued under this Act or under Notification No. 281 of the Nati onal Executive Commercial dated November 2

46、4, 1972 revoked duri ng the five-year period prior to the date of the license application.In case of the juristic pers on being the lice nse applica nt, the Foreig n directors, managers or the persons responsible for the operation of the juristic person shall also have the qualifications and shall n

47、ot have the prohibited characteristics referred to in paragraph one.Section 17. In appl ying for the permissi on to operate the bus in ess, the foreig ners shall submit the applicati ons to the Min ister or Director-Ge neral in accorda nee with the rules and procedures prescribed in the mini sterial

48、 regulati ons. The Cabin et, in case of the bus in ess un der List Two, or the Director-Ge neral, i n case of the bus in ess un der 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 b

49、e unable to give the approval with in the period, it shall be exte nded as n ecessary but shall not exceed 60 days from the lapse of the period.When the Cabinet has give n the approval or whe n the Director-Ge neral has given the permission under paragraph one, the Minister or the Director-General s

50、hall issue the lice nse withi n 15 days of the date of the Cabin et's approval or the date of the Director-Ge neral's permissi on.In giving the approval, the Mini ster may prescribe the con diti ons as stipulated by the Cabinet or described in the ministerial regulations issued under Sectio

51、n 18 in case of bus in esses un der List Two or the Director-Ge neral may prescribe the conditions as stipulated in the ministerial regulations issued under Section 18 for the case of bus in esses un der List Three.If the Cabinet does not permit the foreig ners to operate the bus in esses un der Lis

52、t Two, the Mini ster shall no tify the foreig ners of the decisi on in writ ing with in 30 days and the reas ons for the disapproval shall be clearly in dicated.If the Director-Ge neral does not permit the foreig ners to operate the bus in esses un der List Three, the Director-Ge neral shall no tify

53、 the foreig ners of the decision in writing within 15 days and of the reasons for the disapproval shall be expressly in dicated. The foreig ners are en titled to lodge an appeal with the Mi nister and the provisi ons of Sectio n 20 shall apply mutatis muta ndis.Section 18. The Mini ster with the adv

54、ice of the Committee is empowered to issue the ministerial regulations prescribing any of the following conditions for the foreig n lice nsees to comply with;(1) The ratio of the capital and loa ns to be used in the permitted bus in ess.(2) Number of foreig n directors who must have domicile in the

55、Kin gdom.(3) Number and period for keep ing the minimum capital in coun try.(4) Tech no logy or assets.(5) Other n ecessary con diti ons.Section 19. If it turns out that any lice nsee or certificate gran tee:(1) violates the con diti ons prescribed by the Mini ster un der paragraph one of Sectio n 7

56、;(2) does not comply with the con diti ons prescribed in paragraph two of Sect ion 11 or paragraph three of Secti on 17;(3) violates Sectio n 15;(4) lacks the qualificati ons or has the prohibited characteristics un der Sectio n 16; or(5) commits the offen ses un der Sectio n 35.Then in the cases un

57、der (1), (2), and (3), the Director-General shall give a writte n no tificati on to the lice nsee or the certificate gran tee in struct ing them to comply with the con diti ons un der paragraph one of Section 7, paragraph two of Sect ion 11 or paragraph three of Secti on 17 or correctly comply with

58、Sect ion 15, as the case may be, with in the period that he deems appropriate. If the lice nsee or certificate gran tee does not comply with the in structi on as no tified by the Director-Ge neral in writ ing without any appropriate reas on, the Director-Ge neral shall be empowered to temporarily su

59、spe nd the lice nse or bus in ess operati on for a suitable period but it must not exceed 60 days from the date of in struct ion. At the expiry of the periods, if the foreig ner has not yet made a complete correctio n, the Director-Ge neral shall con sider revok ing the lice nse or certificate or make a recomme ndatio n to the Mi nister to con sider revok ing the lice nse as the case may be.In the case of (4) and (5), the Director-Ge neral shall con sider revok ing the license or make a recommendation to the Minister to consider revoking the lice nse as the case