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Foreign Business Act, B.E. 2542

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and face up to 3 years in prison. However, the law did not prohibit foreigners from being the majority in the board of directors and also did not prohibit having different classes of shares with differing voting rights. This loophole allowed thousands of foreign-controlled businesses to operate in
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in 1999 that limited foreign ownership of certain Thai industries. Its predecessor was the Alien Business Act of 1972, enacted by a military junta. Industries which must be majority-owned by Thais included the newspaper business, radio stations, television stations, rice farming, animal husbandry,
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Thailand is currently bound by several agreements such as the U.S. – Thai Treaty of Amity and Economic Relations of 1833 (the “US-Thai Treaty of Amity”), Thailand – Australia Free Trade Agreement (TAFTA), Japan – Thailand Economic Partnership Agreement (JTEPA), ASEAN Framework Agreement on Services
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1. The draft proposes to extend the definition of alien (foreign individuals or companies) as being that any company where foreigners hold half or a majority of the voting rights would be classified as alien and thereby restricted from participation in businesses regulated under the
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2. limited grandfathering is included. All foreign owned companies as under the new definition and that have been operating for a year have to apply to the Ministry of Commerce for a certificate with a year. Once the certificate has been issued they have to adjust their
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fishing, land trading, mining, wholesaling and retailing, restaurants, and all service businesses. The law criminalized nominees, any Thai who held shares on behalf of a foreigner. Nominees could be fined 100,000 to 1 million
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promoted under the Investment Promotion Act B.E. 2520 (1977) or granted written permission for the operation of the business under the Industrial Estate Authority of Thailand Act, B.E.2522 (1979).
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in December 2006. A second draft was done in March and the third and final draft was approved by the cabinet in April 2007. The main points of contention are :
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The Treaty of Amity between the United States and Thailand, however, prevents US nationals/entities from engaging in the following restricted activities:
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FBA issues regulations from time to time. It is to exclude certain foreigners’ service business activities, as detailed in Ministerial Regulations.
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3. All other countries such as Malaysia, Vietnam, China and India are opening their markets to foreign investment yet the draft
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not listed under List One, List Two or List Three except for certain business i.e. manufacturing and exporting activities.
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or voting profile to conform to the new definition of the act within 3 years. This would exclude most service businesses.
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Foreigners must notify the Director-General of the DBD in order to obtain a foreign business certificate.
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2. Foreign companies in Thailand had for years structured their companies into different classes of
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by narrowing the definition of alien closes the Thai market and makes Thailand look as if it has a
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specifically described in the FBA as exempt from a foreign business licence requirement;
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3. 100% foreign ownership was allowed for retail and wholesale businesses under the
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member countries, provided foreign equity investment was limited to 49%. The draft
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The foreign business community have objected to the draft on the following bases.
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by virtue of a treaty to which Thailand becomes a promoter of the business.
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M.R. Pridiyathorn critiques proposed changes to foreign investment policy
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A minimum of 51% of shares must be of the citizens of the United States;
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At least half of the directors must be citizens of the United States.
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Department of Business Development, Ministry of Commerce, Thailand
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British Chamber of Commerce Thailand,(Draft FBA and Objections)
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member had equal national treatment of businesses of all
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A foreigner can engage in business activities that are:
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per shop. That has now been abolished under the new
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Domestic trade in indigenous agricultural products.
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Banking services that include depository functions;
146:Exceptions in Foreign Business Act for Foreigners 201:Land or other natural resource exploitation; and 8: 91:Objections of the foreign business community 78:capital was fully paid or 20 million 7: 74:with the condition that 100 million 130:will make those structures illegal. 46:The first draft was issued by the 42:The new draft Foreign Business Act 14: 217:Original document of the Act ( 250:Konrad Legal Company Limited, 1: 289:Foreign relations of Thailand 26:National Legislative Assembly 315: 192:Fiduciary responsibilities 284:Foreign trade of Thailand 264:U.S.-Thai Treaty of Amity 48:Thai Ministry of Commerce 20:was a law enacted by the 115:eliminates those rights. 135:Foreign Business Act 128:Foreign Business Act 113:Foreign Business Act 84:Foreign Business Act 72:Foreign Business Act 57:Foreign Business Act 18:Foreign Business Act 198:Property ownership; 240:, 23 November 2006 230:2010-11-16 at the 122:with differential 238:Who can own what? 306: 299:1999 in Thailand 279:Thai legislation 247:, 23 August 2007 314: 313: 309: 308: 307: 305: 304: 303: 269: 268: 260: 232:Wayback Machine 214: 189:Transportation; 148: 93: 44: 12: 11: 5: 312: 310: 302: 301: 296: 291: 286: 281: 271: 270: 267: 266: 259: 256: 255: 254: 248: 243:Bangkok Post, 241: 236:Bangkok Post, 234: 222: 213: 210: 206: 205: 202: 199: 196: 193: 190: 187: 186:Communication; 180: 179: 176: 165: 164: 161: 158: 155: 147: 144: 143: 142: 131: 116: 92: 89: 88: 87: 68: 60: 43: 40: 13: 10: 9: 6: 4: 3: 2: 311: 300: 297: 295: 292: 290: 287: 285: 282: 280: 277: 276: 274: 265: 262: 261: 257: 253:, 24 May 2021 252: 249: 246: 242: 239: 235: 233: 229: 226: 223: 220: 216: 215: 211: 209: 203: 200: 197: 194: 191: 188: 185: 184: 183: 177: 174: 173: 172: 168: 162: 159: 156: 153: 152: 151: 145: 140: 139:protectionist 136: 132: 129: 125: 124:voting rights 121: 117: 114: 110: 106: 102: 98: 97: 96: 90: 85: 81: 77: 73: 69: 66: 61: 58: 53: 52: 51: 49: 41: 39: 36: 31: 27: 23: 22:Chuan Leekpai 19: 207: 181: 169: 166: 149: 134: 127: 112: 94: 83: 71: 65:shareholding 56: 45: 24:-controlled 17: 15: 294:1999 in law 273:Categories 212:References 38:Thailand. 141:strategy. 258:See also 228:Archived 101:Thailand 30:Thailand 120:shares 103:as a 80:Baht 76:Baht 35:baht 16:The 109:WTO 105:WTO 99:1. 28:of 275:: 221:) 86:. 59:.

Index

Chuan Leekpai
National Legislative Assembly
Thailand
baht
Thai Ministry of Commerce
shareholding
Baht
Baht
Thailand
WTO
WTO
shares
voting rights
protectionist
Department of Business Development, Ministry of Commerce, Thailand

Archived
Wayback Machine
Who can own what?
M.R. Pridiyathorn critiques proposed changes to foreign investment policy

U.S.-Thai Treaty of Amity
Categories
Thai legislation
Foreign trade of Thailand
Foreign relations of Thailand
1999 in law
1999 in Thailand

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