Newsletter N5

Newsletter No. 16 (EN)

 

 

 

Transfer of Shares and Shareholder Book

 

 

 

January 2015

 

 

 Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information provided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

  1. Introduction

 

The way shares are transferred under the Thai law varies according to the legal form of the company. In general, the transfer of shares does not require the consent of the company, but exceptions may apply when laid down in the regulations of the company (Articles of Association). However, all shares and the transfer of them have to be recorded in a Register of Shareholders.

 

  1. The Register of Shareholders

 

The Register of Shareholders is different in a Thai Limited Company (Ltd.) and in a Pub-lic Limited Company (PLC). According to Sec. 1138 of the Civil and Commercial Code of Thailand (CCC) the register of a Ltd. must contain:

 

  • The names and addresses, and the occu-pations, if any, of the shareholders, a statement of the shares held by each shareholder, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each shareholder.

 

  • The date at which each person was en-tered in the register as a shareholder.

 

  • The date at which any person ceased to be a shareholder.

 

  • The numbers and date of certificates is-sued to bearer, and the respective num-bers of the shares entered in each such certificate.

 

  • The date of the cancellation of any name certificate or certificate to bearer.

 

According to Sec. 61 of the Public Limited Company Act (PLCA) the register of a PLC must contain:

 

  • Names, nationalities and addresses of the shareholders;

 

  • Type, value, share certificate number and number of shares;

 

  • Date, month and year of registration of shareholdership or of termination of shareholdership.

 

The register of both forms of limited com-panies has to be kept at the registered office of the company. It is open to inspection by the shareholders and any shareholder is enti-tled to require a copy of such register against payment of an appropriate fee. The register is presumed to be correct evidence of any matters directed or authorised by law to be inserted therein (Sec. 1140, 1141 CCC; Sec.

 

 

  • Transfer of Shares of a Thai Limited Company

 

A Company Limited may have either share entered in a name certificate or certificates to bearer. In general, the shares are entered in name certificates, while certificates to bearer may only be issued if laid down in the regulations of the company (Sec. 1134 CCC). The certificate must contain the name of the shareholder or a statement that the certificate is to bearer (Sec. 1128, par. 2, No. 6 CCC). If the regulations of the company provide for certificates to bearer, the holder of a name certificate is entitled to receive a certificate to bearer on surrendering the name certificate to the company for cancel-lation (Sec. 1134 CCC).

 

The numbers and date of certificates issued to bearer, and the respective numbers of the shares entered in each such certificate must be contained in the Register of Shareholders of the company (Sec. 1138 CCC). All conversions of certificate must be laid down in the register.

 

Shares of a Limited Company may be trans-ferred without any consent of the company (Sec. 1129 CCC). In regard to shares entered in a name certificate, this rule is subject to restrictions in the regulations of the compa-ny. The regulations of the company may di-rect that every transfer of these certificates require the assent of the company (Sec. 1129 CCC).

 

The transfer of shares entered in a name cer-tificate is void unless made in writing and signed by the transferor and the transferee whose signatures shall be certified by one witness at least (Sec. 1129 CCC). The num-ber of shares to be transferred must be laid down in the contract.

 

Against the company and third persons, the transfer is only valid after the fact of transfer and the name and address of the transferee have been entered in the Register of Share-holders (Sec. 1129 CCC). To guarantee a proper ordinary general meeting the transfer book may be closed during fourteen days preceding this assembly (Sec. 1131 CCC).

 

Shares entered in a certificate to bearer are transferred by the mere delivery of the cer-tificate (Sec. 1135 CCC).

 

  • Transfer of Shares of a Thai Public Limited Company

 

The Transfer of Shares of a PLC does not require the assent of the company. To the contrary, the company is not allowed to stipulate any limitations in the transfer of shares (Sec. 57 PLCA). Limitations are only admissible, if such limitations are for pre-serving the rights and interest, which the company deserves lawfully or for maintain-ing the ratio of shareholdings between Thai and foreigner.

 

The Transfer of Shares is valid upon the transferor’s endorsement of the share certif-

 

 

icate by stating the name of the transferee and signed by both the transferor and the transferee and having delivered the share certificate to the transferee. The transfer has to be listed in the register of the company. Against the company the transfer is valid upon the company having received the ap-plication for registration; against outsiders the transfer is only valid after registration (Sec. 58 PLCA).

 

The company may refuse to register a trans-fer of share in the course of twenty-one days prior to each meeting of the shareholders (Sec. 60 PLCA).

 

  1. Case Precedence

 

 

Supreme Court Decision Case No. 6908/2543 (2000)

Memorandum of understanding made be-tween the plaintiff and the defendant which states that the defendant has paid for the shares price and that the plaintiff agrees to sign a signature for transfer of his shares to the defendant is considered an agreement to transfer the shares, not a share transfer ac-cording to paragraph 2 of Section 1129 of the CCC. However, it is not void solely on the ground that it does not comply with the form as prescribed in Section 1129.

 

Supreme Court Decision Case No. 5873/2543 (2000)

Share transferring can not be used against a third party unless it is written the name transferring and the place of the receiver in the shareholder book according to Sec. 1129 para 3 CCC. The plaintiff admitted that he did not notify the share transferring to the shareholder registrar, and the shareholder book still bore the plaintiff’s name as the shareholder. The plaintiff, therefore, cannot argue against a third party that there is a share transferring. The plaintiff must bring dividends derived from those shares to cal-culate its corporate income tax.

 

Supreme Court Decision Case No. 2170/2542 (1999)


Having a statement on the conditional agreement on share transfer between the plaintiff and the defendant as follows: “At the date of concluding this agreement, the seller has made an instrument in writing of the share transfer as aforementioned agreed in Clause 1…” is not considered complying with the form of share transfer according to paragraph 2 of Section 1129 of the CCC which states that it must be in writing and signed by the transferor and transferee whose signatures shall be certified by one witness at least.

 

Supreme Court Decision Case No. 52/2540 (1997)

Share transferring contract, signed by the seller and not identifying the buyer, is made for the buyer’s convenience in order to chose whether to be named as a shareholder or to transfer to others. It is not against the law or invalid. The later buyer is in the posi-tion to proceed and finalise the transfer ac-cording to the law.

 

Supreme Court Decision Case No. 57/2540 (1997)

 

If the share transferring contract is not in compliance to Sec. 1129 para 2 CCC, the company has the right to deny the issuing of a share certificate.

 

 

Supreme Court Decision Case No. 4432/2540 (1997)

 

Share transferring according to Sec. 20 of the Securities and Exchange Act B.E. 2517

 

 

(1974) is not subject to Sec 1299 CCC. The ownership is transferred to the buyer imme-diately upon the sale. It does not need a written form, signatures by parties and wit-ness, or a transfer registration. The transfer registration is just for the owner of the share to argue against the share-issuer company and a third party. It does not involve the completion of the sale of share.

 

Supreme Court Decision Case No. 6692/2540 (1997)

 

In case of the sale of share certificate along with share transferring document signed by the seller and not identifying the buyer, the parties have entered into the sale as the sale of one kind of property, not the sale of the share value since the share value would be changed all the time. Such sale of the share certificate is not the same as the share trans-ferring according to Sec. 1299 CCC. There-fore, the sale of share certificate would be subject to the law of contract for sale of movable property. Without making them in writing, the contract of gift, the contract of exchange, and the contract of sale of share certificate are not invalid. Because the share certificate is transferred to a third party, it is a contract in favor of a third party. While a third party has stated its intention to take the benefit according to such contract, the com-pany has to transfer the share to such third party.

 

 

 

 

 

 

Newsletter No. 18 (EN)

 

 

 

 

 

Income Tax Free Travel Allowance

 

                     and

Reporting of Foreigner’s Income

 

 

 

 

January 2015

 

 

 

 

 

 

 

A l l  r i g h t s r e s e r v e d ©  L o r e n z  & P a r t n e r s  2 0 1 5

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information pro-vided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

 

This Newsletter shall provide information on the following:

 

  1. Income Tax Free Travel Allowance

 

The summary outlines up to which amount a Thai company can pay their staff income tax free allowances for work performed for the company outside the registered office (see below the Revenue Department’s Departmental Instruction

 

No. Paw. 59/2538).

 

For example, if the Managing Director trav-eled to Germany for 12 days, the company could pay up to THB 37,200 (THB 3,100 a

 

 

day) income tax-free to that employee (see page 5 Summary of Income tax free Pay-ment for Travelling).

 

  1. Reporting Foreigner’s Income to the Revenue Department

 

The Revenue Department changed their reg-ulation with regard to the income reporting of foreign employees (see page 6 Notification of the Director-General of the Revenue Department on In-come Tax No. 123 and page 8 the Income Reporting Form and its Translation).

 

 

DEPARTMENTAL INSTRUCTION

 

No. Paw. 59/2538

 

Subject:     Personal income tax: Travelling per diem excludible in computing personal income tax under Section 42 (1) of the Revenue Code.

 

To provide the Revenue officers with a guideline in practices including giving advice to payers of in-come and the income receivers in the form of travelling per diem in the case of performing duties oc-casionally outside the office or place of business, being an assessable income excludible in computing income tax under Section 42 (1) of the Revenue Code, the Revenue Department gives an instruction as follows:

 

Clause 1. The travelling per diem which an employee, a holder of post or office or a provider of ser-vices receives because of travelling occasionally to perform duties within or outside the country, and is excludible in the computation of personal income tax, shall be subject to the following conditions:

 

  • The travelling per diem is bona fide spent by such person necessarily and exclusively for perform-ing his duties and wholly spent for such purposes.
  • If such person receives per diem at the

 

rate not higher than the top per diem rate the government pays to its officials under the royal decree governing per diem for official travelling in or outside the country, as the case may be, in the nature of a lump-sum payment, such per diem shall be treated as bona fide spent by such person necessarily and exclusively for performing his duties and wholly spent for such purposes without having to possess a record to prove the payment.

(3) If such person receives per diem at a rate

 

higher than under (2) and has no documental record to prove that the per diem has been bona fide spent by him necessarily for performing his duties and wholly spent for such purpose, only that part of the per diem which does not exceed the rate mentioned under (2) shall be treated as to have been so spent.

 

Clause 2. The travelling for performing the duties under Clause 1 must be evidenced by a record showing the approval of the employer or the payer of income for performing the duties outside the office or place of business. Such record shall also specify the nature of the duties to perform and the duration of the performance.

 

Clause 3. All the regulations, directives, instructions or rulings that are contrary to or in conflict with this instruction shall be repealed.

Clause 4. This instruction shall be effective on and from the 1st day of January B.E. 2539.

 

Given on the 25th  Day of December B.E. 2538

 

Captain Suchart Chaovisit

 

Director-General of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary of Income Tax Free Payment for Travelling, but still Tax Deductible for the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within Thai-

All other

 

 

 

 

 

 

 

Company payments to employees (per day) for:

 

 

 

 

land

 

 

 

 

countries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Travel

to get reimbursed by Company, need Receipt

no limit

no limit

 

Accommodation, Hotel

to get reimbursed by Company, need Receipt

no limit

no limit

 

Food (business purpose)

to get reimbursed by Company, need Receipt

no limit

no limit

 

Food (personal purpose)

even with Receipt, if reimbursed, then taxable for employee

 

 

Extra monies, Additional Salary, Bonus for

No Exemption, taxable for employee!

 

 

 

work outside:

 

 

 

 

 

 

 

 

 

 

but per diem

Tax free to cover extra costs (without Receipt)

THB 240.00

THB

 

caused by traveling, maximum up to:

3,100.00

 

 

 

 

 

 

Notification of the Director-General of the Revenue Department on Income Tax (No. 123) Re: Pre-scription of the Filer of Return to Give Information under Section 17 (2) of the Revenue Code

 

___________________

 

For the purpose of tax collection, the Director-General of the Revenue Department prescribes (by virtue of Section 17 (2) of the Revenue Code as amended by the Act on Amendment of the Revenue Code (No. 25) B.E. 2525 (A.D. 1982)) that any person having the duty to deduct income tax at source under the Revenue Code and file a return has to give information to the assessment officer together with particulars, as follows:

 

Clause 1. The Notification of Director-General of the Revenue Department on Income Tax (No. 39), Re: Requirement of a Person Whose Duty is to File a Return to Give Information under Section 17

(2) of the Revenue Code, dated April 14, B.E. 2534 (1991) shall be repealed.

 

Clause 2. Any payer of assessable income under Section 40 (1) of the Revenue Code who has the duty to deduct income tax at source according to Section 50 (1) of the Revenue Code and submit a return according to Section 59 of the Revenue Code shall give information and show details on foreign in-come earners at least in the particulars as appeared in the form hereto attached, in the following cases:

 

  • When the payment to the foreigner is the income of the month of January of any year;

 

  • When the payment to the foreigner whose work starts during the tax year; and

 

  • When the payment to the foreigner finishes during the tax year.

 

Clause 3. The form showing information and details according to Clause 2 shall be filed together with the Phor.Ngor.Dor. 1 of January of every tax year, or the month when the foreigner starts working during the tax year, or the month where the foreigner finishes his work during the tax year, as the case may be.

 

Clause 4. This Notification shall be enforceable on and from 1st January B.E. 2546 (2003). The form showing information and details on foreign income earner for the month of January B.E. 2546 (2003) may be filed together with the Phor.Ngor.Dor. 1 Form of the month of January B.E. 2546 (2003), February B.E. 2546 (2003), or March B.E. 2546 (2003).

 

Notified on 25th December 2002

 

Supharat Khawatkun

 

 

 

Legal, Tax and Business Consultants

January _________

 

Income Information of a foreigner

 

In case of start of work In case of exit from work

 

Co. name  ……………………………………………………………………………………  Tax ID No …………………               (1) Regional Head Quarter

 

(2) Not being a Regional Head Quarter Address……………………………………………………………………………………………………… Tel………………………………………….

 

 

 

 

 

 

 

 

Other benefit per month

 

 

 

Work permit

 

 

 

 

 

No.

Name-Surname and

Tax ID

no./

Passport no./

Date

Date

Salary

(like: Rent allowance,

 

 

 

 

 

 

exit from

 

 

 

address in Thailand

No.

Place of issue/

Place of issue/

start of work

work

per month

food allowance,

 

 

 

Date/ month/

Date/ month/

 

 

 

travelling allowance, etc.)

 

 

 

year

year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name………..…………….………………..Payer

 

(………………………………………….)

 

Position…………………………………….

 

Date…………..Month…………………….Year…………….

 

 

 

Newsletter No. 19 (EN)

 

 

 

 

Foreigners as Owners of Land or Houses in Thailand and Legal Instruments to secure the Possession of Land

 

 

 

January 2015

 

 

 

A l l  r i g h t s r e s e r v e d ©  L o r e n z  & P a r t n e r s  2 0 1 5

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information provided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

  1. Can foreigners own land in Thailand?

 

Generally, it is not possible for foreigners to own land in Thailand. However, the follow-ing exceptions apply:

 

  1. Special Approval by the Minister of In-terior

 

According to Sec. 86 Land Code, foreigners can apply for a special approval from the Minister of Interior. The size of the land which may be permitted depends on the purpose of use:

 

  • for residence purposes, up to 1 Rai (approximately 1,600 sq.m.) per fam-ily may be granted

 

  • for agricultural or industrial pur-poses, up to 10 Rai ( approximately 16,000 sq.m.) may be granted.

 

  • Investment of THB 40 million

 

According to Sec. 96 Bis Land Code1, for-eigners may further be permitted to own land if they invest a minimum of THB 40 million and

 

  • the land will be used for residence purposes only, AND

 

  • the land is located within the area of Bangkok, Pattaya City, or within a Municipality, designated as residence zone, AND

 

  • the investment is beneficial to the economy and society of Thailand and will be maintained for a period of at least 5 years.

 

1 and Ministerial Regulation Re: Rules, Procedures and Conditions for Acquisition of Land by Aliens B.E. 2545 (2002).

 

Examples for investments are:

 

  • purchase of Thai Government bonds or bonds of State Enterprises.

 

  • an investment in a property mutual fund or a mutual fund for resolving financial institution problems estab-lished under the law on Securities and Stock Exchange.

 

  • an investment in share capital of a juristic person who is granted per-mission of investment under the law on investment promotion.

 

The amount of the land which may be per-mitted to be owned will not exceed 1 Rai (approximately 1,600 sq.m.). If foreigners do not use the land for residence within the pe-riod of 2 years from the date of registration, the Director-General has the power to dis-pose such land. An exception of this re-quirement may be granted to foreign owned companies 2 on a case-by-case basis accord-ing to Sec. 97 Land Code.

 

  1. Land within Industrial Estate

 

A foreign industrial operator (manufacturer or trader) may acquire land in an Industrial Estate

 

  • for carrying out the business activity in accordance with Sec. 44 of the Industrial Estate Authority of Thai-land (IEAT) Act

 

  • in a size as deemed appropriate by the IEAT

 

If the foreign industrial operator ceases his business or assigns it to another person, the land must be disposed within 3 years.

2 juristic persons with over 49 % of shares held by foreigners, or with more than half of theshare-holders being foreigners.

 

 

  1. BOI Promotion

 

According to Sec. 27 of the Investment Promotion Act, a company promoted by the Board of Investment (BOI) may own land everywhere in Thailand in order to carry out the promoted activity (even if the company is 100% foreign owned).

 

The BOI will review whether the size of the land is suitable for the promoted activity, and the use of the land will be limited to the promoted activity.

 

If the promoted business is later dissolved, the land must be sold within one year after termination of the promoted business.

 

 

  1. Other Rights

 

Since it is only possible for foreigners to own land within the above mentioned exceptional cases, there are various possibilities to secure foreigners who want to possess and use a plot of land:

 

  1. Arsai, Sec. 1402 CCC

 

Arsai is similar to the German right of resi – dence according to §§ 1090, ff. BGB

(“beschränkt persönliche Dienstbarkeit”).

 

  • Purpose of use: To occupy a build-ing and land for living purposes only (without paying rent)

 

  • Duration: For lifetime of the grantee, or for a certain period of time not ex-ceeding 30 years (Sec. 1403 CCC)
  • Transferable: No

 

  • Inheritable:No

 

  • Superficies, Sec. 1410 CCC

 

Superficies is similar to the German inherit-able right to build on land belonging to a third person (“Erbbaurecht”).

 

 

  • Purpose of use: To possess the land and own its building, structure or plantation and to live on this plot of land

 

  • Duration: For lifetime of the owner of the land or for lifetime of the superfici-ary, or for a certain period of time not exceeding 30 years (Sec. 1412 CCC)
  • Transferable: Yes

 

  • Inheritable: Yes

 

  • Usufruct, Sec. 1417 CCC

 

Usufruct is similar to the German right to use the land in order to make profit accord-ing to §§ 1030 ff. BGB („Nießbrauch”) and §§

 

  • BGB („Pacht”).

 

  • Purpose of use: To live, to manage and to use the land in order to make a profit

 

  • Duration: For lifetime of the benefi-ciary, or for a certain period of time not exceeding 30 years

 

  • Transferable: No

 

  • Inheritable: No

 

 

III. How to register the ownership of the house separately from the land?

 

Although a foreigner is generally not allowed to own land, he can be the owner of a house (see above Superficies). This means that the owner of a house and the owner of the land on which the house is built can be different. For example: If a residential building is built with the consent of the owner of the land, the house is not regarded as a component part of the land (Sec. 146 CCC) and thus does not belong to the land owner.3

 

The registration of the ownership of the house will not be attached to the registration of the ownership of the land. Rather the Land Department will issue a (separate) document of right showing the owner of the house. Nevertheless, this document is not a

3 Supreme Court Decision Case No. 1783/2519

(1976).

 

title deed and cannot be enforced against third parties. In case the owner of the land sells the land, the new owner of the land can ask the owner of the house to remove the

 

 

house by giving him a removing fee. There-fore, it is advisable to secure the owner of the house who is different to the owner of the land with other additional instruments.

 

 

Newsletter No. 25 (EN)

 

 

 

Notarisation of Documents and Signatures

in Germany and Thailand

 

 

 

December 2014

 

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information pro-vided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, in-cluding any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated de-liberately or grossly negligent.

 

 

  1. When do I need a notarisation
  2. Germany

 

There are certain cases and transactions where a notarisation of documents or signa-tures is required, for example for real estate matters, registration issues, special bank transactions or if the parties agreed to do so. Typical documents requiring notarisation in Germany are:

 

  • Real estate matters: If buying or selling real estate (land and/or buildings and apartments), notarization is generally re-quired. It is a specification of German law that one has to separate between the mere sales contract relating to a good and the actual transfer of ownership. In the case of real estate, only the actual contact of sale needs to be notarized. However, mostly the transfer of ownership is also done by the notary public. If a German notary public is asked to do so, he will implement these two legal transactions (sale plus transfer of ownership in one contract), the fee for which is 20/10 of the matter. However, the sales contract alone does not have to be notarized by a German notary public. This can just as well be done by a foreign notary public and in many cases, a Swiss notary public is chosen because his fee is negotiable. The contract concerning transfer of own-ership must be notarized by a German notary public, but the fee for this transac-tion is only 5/10 of the matter.

 

  • Marriage contract and same-sex partner-ship contracts (§ 1410 BGB; § 7 Abs. 1 LPartG)

 

  • Declaration of adoption (§§ 1750 Abs. 1 S. 2; 1762 Abs. 3 BGB)

 

  • Contract of inheritance ( § 2276 Abs. 1 S. 1 BGB)


  • Set up of a limited company (private or public) (§ 2 Abs. 1 S. 1 GmbHG, § 23 Abs. 1 S. 1 AktG)

 

  1. Thailand

 

Although there are no notary publics in Thailand, notarisation is required or might be needful in some cases, such as:

 

  • Real estate matters: Since the sales agreement concerning property is made before the responsible government offi-cer, notarisation of the sales agreement is not required. However, if buying a con-dominium in Thailand as a foreigner with the assistance of a lawyer, notarisation of the power of attorney is required. The of-ficer may also ask for notarisation of the passport copy.

 

  • In the case of a registration of a trade-mark in Thailand by a foreigner, the power of attorney must be notarised.

 

  • For projects by Government Authorities or State Enterprises the notarisation of documents showing the status of the for-eign company is required.

 

  • Registration of a branch office or repre-sentative office under the Foreign Busi-ness Act. All company registration documents and the power of attorney must be notarised.

 

  • Notarisation of contracts might be neces-sary if the contracting parties agreed to do so.
  1. Who is responsible for notarisa-tion and certification?

 

  1. Germany

 

Authorised persons for the notarisation of documents, transactions and for certifi-cations in Germany are notary publics.

 

 

Furthermore, there are authorities with no-tary power, for example embassies according to Sec. 2 of the Consular Act (Konsulargesetz). According to Sec. 10 of the Consular Act, a notarisation provided by an embassy is equal to that of a notary public.

 

  1. Thailand

 

The Law Society of Thailand provides the services of notarisation and certification through specialised attorneys. They are spe-cially certificated and called “Notarial Ser-vice Attorneys”, as is our own employee

 

Khun Athitaya Chantasirichot. The Law So-ciety of Thailand will confirm their notarisa-tion if required.

III. Legal Regulations

 

  1. Germany

 

Notarisation and the amount of notary fees are regulated in Germany by the Federal Notarisation Act (Beurkundungsgesetz), the Federal Notary Ordinance (Bundesnotarord-nung) and the Federal Act on Court and No-tary Fees (Gerichts- und Notarkostengesetz).

 

Fees for notarisation and other certifica-tions are regulated in Sec. 17 Federal No-tary Ordinance.

 

Under the provisions of this law the fees depend on the value of the matter (see be-low). The fee for a “simple” service can be high because of the high value of the matter or low in another case although the notary had to invest a lot of time and work.

 

The minimum fee is EUR 15 (Sec. 34 (5) Federal Act on Court and Notary Fees).

 

The list on page 6 is copied from the Ap-pendix 2 to the Federal Act on Court and Notary Fees and exhibits the amount of the fee according to the value of matter.

 

 

What is the “value of matter” mentioned in the German law?

 

The value of the matter depends on the economic value of the authenticated state-ment (Sec. 3 Federal Act on Court and No-tary Fees). Often the economic value of a case is expressed in the statement itself in the form of an amount of money. For ex-ample if property will be sold for EUR 100,000, the value of that matter is EUR 100,000.

 

However, if the economic value of a matter is not assessable, the notary may estimate the value (Sec. 36 Federal Act on Court and Notary Fees).

 

Additional costs

 

According to No. 32000 ff. of Appendix 1 of the Federal Act on Court and Notary Fees, additional expenses can be charged, for example documentary costs (EUR 0.50/page for the first 50 pages, thereafter EUR 0.15) and additional actual expenses (e.g. for travel and telephone).

 

According to No. 32014 of Appendix 1 of the Federal Act on Court and Notary Fees, VAT has to be added.

 

Fees for legalizations by the Embassies are regulated in Sec. 25 f. of the Consular Act.

 

Can the fees be reduced in Germany?

 

The Notary is not allowed to reduce or raise the notary legal fees (Sec. 17 Federal Notary Ordinance). Thus each and every notary in Germany charges the same fees (whereas fees of notarisation in Switzerland are nego-tiable).

 

  1. Thailand

 

There is no regulation by law concerning no-tary publics in Thailand and fees are not fixed as in Germany. Therefore each “No-tarial Service Attorney” in Thailand may charge as agreed.

 

 

Appendix 2 to the Federal Act on Court and Notary Fees (Sec. 34)

 

 

 

 

 

 

 

Value of matter up to …

 

Value of

 

Value of matter up to …

 

Fee … €

matter

Fee … €

Fee … €

 

up to … €

 

 

 

 

 

 

 

 

 

 

 

 

 

500

15,00

200 000

435,00

1 550 000

2 615,00

 

 

 

 

 

 

1 000

19,00

230 000

485,00

1 600 000

2 695,00

 

 

 

 

 

 

1 500

23,00

260 000

535,00

1 650 000

2 775,00

 

 

 

 

 

 

2 000

27,00

290 000

585,00

1 700 000

2 855,00

 

 

 

 

 

 

3 000

33,00

320 000

635,00

1 750 000

2 935,00

 

 

 

 

 

 

4 000

39,00

350 000

685,00

1 800 000

3 015,00

 

 

 

 

 

 

5 000

45,00

380 000

735,00

1 850 000

3 095,00

 

 

 

 

 

 

6 000

51,00

410 000

785,00

1 900 000

3 175,00

 

 

 

 

 

 

7 000

57,00

440 000

835,00

1 950 000

3 255,00

 

 

 

 

 

 

8 000

63,00

470 000

885,00

2 000 000

3 335,00

 

 

 

 

 

 

9 000

69,00

500 000

935,00

2 050 000

3 415,00

 

 

 

 

 

 

10 000

75,00

550 000

1 015,00

2 100 000

3 495,00

 

 

 

 

 

 

13 000

83,00

600 000

1 095,00

2 150 000

3 575,00

 

 

 

 

 

 

16 000

91,00

650 000

1 175,00

2 200 000

3 655,00

 

 

 

 

 

 

19 000

99,00

700 000

1 255,00

2 250 000

3 735,00

 

 

 

 

 

 

22 000

107,00

750 000

1 335,00

2 300 000

3 815,00

 

 

 

 

 

 

25 000

115,00

800 000

1 415,00

2 350 000

3 895,00

 

 

 

 

 

 

30 000

125,00

850 000

1 495,00

2 400 000

3 975,00

 

 

 

 

 

 

35 000

135,00

900 000

1 575,00

2 450 000

4 055,00

 

 

 

 

 

 

40 000

145,00

950 000

1 655,00

2 500 000

4 135,00

 

 

 

 

 

 

45 000

155,00

1 000 000

1 735,00

2 550 000

4 215,00

 

 

 

 

 

 

50 000

165,00

1 050 000

1 815,00

2 600 000

4 295,00

 

 

 

 

 

 

65 000

192,00

1 100 000

1 895,00

2 650 000

4 375,00

 

 

 

 

 

 

80 000

219,00

1 150 000

1 975,00

2 700 000

4 455,00

 

 

 

 

 

 

95 000

246,00

1 200 000

2 055,00

2 750 000

4 535,00

 

 

 

 

 

 

110 000

273,00

1 250 000

2 135,00

2 800 000

4 615,00

 

 

 

 

 

 

125 000

300,00

1 300 000

2 215,00

2 850 000

4 695,00

 

 

 

 

 

 

140 000

327,00

1 350 000

2 295,00

2 900 000

4 775,00

 

 

 

 

 

 

155 000

354,00

1 400 000

2 375,00

2 950 000

4 855,00

 

 

 

 

 

 

170 000

381,00

1 450 000

2 455,00

3 000 000

4 935,00

 

 

 

 

 

 

185 000

408,00

1 500 000

2 535,00

 

 

 

 

 

 

 

 

 

 

 

 

Newsletter Nr. 29 (EN)

 

 

 

 

Power of Attorney and Transactions of the

Board of Directors

 

 

 

 

January 2015

 

 

 

A l l  r i g h t s r e s e r v e d ©  L o r e n z  & P a r t n e r s  2 0 1 5

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information provided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

 

 

Dear Reader,

 

 

Kindly find attached a summary to show you what kind of transactions have to be signed and ini-tiated by directors of Thai companies and what transactions can be handled by a power of attor-ney.

 

 

We hope that this information will be helpful for you. For any further questions or additional in-formation, please do not hesitate to contact us.

 

 

We always welcome comments on our publications.

 

 

Thank you very much for your attention.

 

 

Best regards,

 

 

Michael Lorenz

 

 

Lorenz & Partners

 

 

 

 

 

 

 

 

Director(s)

 

 

 

 

 

 

 

 

 

 

must sign?

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yes

 

 

(can issue Power of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attorney)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

Monthly VAT submission

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

Social security contributions submis-

 

 

 

 

 

 

X

 

sion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

(Exception: Foreign di-

 

 

 

 

 

 

 

 

 

 

 

 

 

rectors not residing in

 

 

 

 

 

 

 

 

3.

Work permit application

 

Thailand and having no

 

 

 

 

 

 

 

 

 

 

 

 

 

work permit can author-

 

 

 

 

 

 

 

 

 

 

 

 

 

ize Thai person(s) to

 

 

 

 

 

 

 

 

 

 

 

 

 

sign)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

Signing balance sheet

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.

Signing half-year tax

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.

Buying car

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.

Transfer of car ownership

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.

Submission of documents for social se-

 

 

 

 

 

 

X

 

curity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.

Opening bank account

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10. Application for mobile phone services

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11. Staff recruitment/termination

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

12. Borrow money from the bank

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13. Submission of Corporate Application

 

X

 

 

 

 

 

 

 

 

to the Ministry of Commerce

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14. Transfer of Land and Building or Reg-

 

 

 

 

 

 

X

 

istration with the Land Department

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15. Filing complaints with the police

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Newsletter Nr. 30          (EN)

 

 

Real Estate Transaction and Tax in

 

Thailand

 

 

January 2015

 

 

A l l  r i g h t s r e s e r v e d ©  L o r e n z  & P a r t n e r s  2 0 1 5

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information provided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

This newsletter provides information re – garding real estate transactions in Thailand.

 

The Department of Lands (hereafter “DOL”), under the responsibility of the Ministry of Interior, is the competent ad-ministrative body for every real estate trans-action. DOL can be found in every province of Thailand. The below transaction shall be made at the nearest office where the land is located.

 

  1. Scope of the Transaction

 

The DOL is the only competent agency for the following transactions:

 

  • Registration of land ownership
  • Registration of condominium

 

  • Registration of juristic act
    • Sale and purchase of lands and buildings
    • Transfer of lands and buildings

 

  • Inheritance
  • Mortgage

 

  • Lease
  • Land Survey

 

  1. Foreigner’s Rights

 

  1. General Overview

 

Subject to the ratified treaties and the Land Code B.E. 2497, foreigners (including com-panies where more than 49% of the shares are held by foreigner shareholders) may ac-quire land after they applied for and ob-tained a special approval by the Minister of Interior (Sec.86 Land Code). The size of the land which may be permitted depends on the purpose of use as shown below (1 Rai equals 1600 sqm):

 

 

1.

Residence (per family)

1 Rai

2.

Commercial Use

1 Rai

3.

Industrial Use

10 Rai

4.

Agricultural Use (per family) 10 Rai

5.

Religious Use

1 Rai

6.

Public Charity

5 Rai

7.

Cemetery (per family)

½ Rai

 

However, the use of the land is limited to the specified purpose. Should the foreigner whish to change the purpose of the land use, such foreigner shall re-register the land. Upon such change, the proportion of land may have to be reduced; the owner must distribute the excessive land within 1 year. There are other cases in which the land has to be distribute within 1 year (e.g. unlawful acquisition, change of nationality, inheri-tance).

 

  1. Incentives

 

Despite requesting for a special approval, foreigners may acquire land for residence purposes when investing in Thailand:

 

  • Purchase of bond issued by the Thai government, Bank of Thailand or state enterprises

 

  • Investment in a mutual fund for immovable property
  • Investment in shares of a company promoted by the Board of Invest-ment

 

  • Investment in a business promoted by the Board of Investment

 

However, the investment capital must be at least THB 40,000,000 and must be main-tained for 3 consecutive years. The resi-dence area must be located in Bangkok, Pat-taya or in a municipality specified for resi-dence purposes under the law of Town and Country Planning.

 

 

III. Fee

 

  1. Government Fee

 

The registration of the following transac-tions is subject to 2% of the appraised value (“AV”: value appraised by the DOL):

 

  • Sale
  • Trade

 

  • Gift
  • Transfer for debt/share payment, court order
  • Inheritance

 

The registration that is subject to 1 % of the AV is as follows:

 

  • Lease
  • Inheritance of leasing right

 

  • Servitudes
  • Usufruct

 

  • Superficies
  • Habitation right

 

  • Any other encumbrance
  • Mortgage

 

  • Withholding Tax

 

  1. a) Natural Person

The calculation of the withholding tax due by a natural person can be divided in three different steps.

 

First: To calculate the yearly net assessable income derived from the sale of property by using the following formula:

 

(AV– Lump-Sum deduction)/years of ownership

 

 

The lump-sum deduction depends on the years of ownership as follows:

 

Year

Deductible rate

1

92%

2

84%

3

77%

4

71%

5

65%

6

60%

 

 

 

7

55%

More than 8 years

50%

 

Nevertheless, in case of inheritance or gift, the transferor may deduct the expenses in the flat amount of 50%.

 

Second: To determine the rate of the yearly tax to be withheld as shown in the table be-low:

 

Income

Rate

0-300,000

5%

300,001-500,000

10%

500,001-750,000

15%

750,001-1,000,000

20%

1,000,001-2,000,000

25%

2,000,001-4,000,000

30%

More than 4,000,000

35%

 

Third: To calculate the tax to be withheld for the whole period of ownership by mul-tiplying the yearly tax to be withheld by the number of years of ownership.

 

Example:

 

The transferor of the land (neither acquired by inheritance nor gift) held this land for 5 years and agrees to sell the land in the amount of THB 2,800,000. The AV is THB 2,500,000.

 

Calculation:

 

  • The yearly net assessable income is (2,500,000-1,625,000)/5 = 175,000

(2,500,000×65%)

 

  • Income tax per year is THB 8,750

(175,000×5%)

 

  • The total tax to be withheld is THB 43,750 (8,750×5)

 

  • Juristic entity

The withholding tax will be calculated at the rate of 1% of the AV or the actual selling price, whichever is higher.

 

 

Note: The capital gain (if any) incurred from the transfer of the land is subject to the cor-porate income tax at the rate of 20 %.

 

  1. c) Withholding tax exemption

 

The following types of registration are ex-empted from the withholding tax:

 

  • Lease, amendment of lease agree-ment which increases the lease value
  • Transfer of the inheritance in re-spect of the leasing right
  • Servitudes

 

  • Usufruct
  • Superficies

 

  • Habitation right
  • Any other encumbrance

 

  • Mortgage

 

  1. Stamp Duty

Any registration regarding immovable prop-erty is subject to stamp duty amounting to 0.5% of the AV or of the actual selling price, whichever is higher.

 

Nevertheless, in case the transferor is sub-ject to any specific business tax, the stamp duty shall not apply. Please note that the registration regarding the mortgage is also not subject to stamp duty.

 

  1. Specific Business Tax

The Specific Business Tax (SBT) is collected at the rate of 3.3% of the AV or the actual selling price, whichever is higher, for the sale of the land which includes trading, gift, hire-purchase or distribution.

 

The SBT is due in the following cases:

 

  • immovable property sold by the authorised persons of the land ar-rangement laws

 

 

  1. units sold by the operator of a regis-tered condominium
  2. sale of buildings which are built to be sold, including sale of land where the said buildings are located

 

  1. sale of land which is not mentioned in no. 1, 2 or 3 only in case of sale in part for the purpose of building public utility

 

  1. sale of immovable property that the seller has for the business operation pursuant to Article 77/1 of the Revenue Code

 

  1. sale of immovable property that is not mentioned in No. 1, 2, 3, 4, or 5, made within 5 years after acquisi-tion.

 

The sale is not subject to SBT in the follow-ing cases:

 

  1. sale of immovable property more than 5 years after the acquisition

 

  1. sale or expropriation under the ex-propriation laws

 

  1. sale of immovable property acquired by inheritance

 

  1. sale of immovable property which is a residence of the seller whose name has been registered in the house reg-ister of said residence for at least 1 year. In case the acquisition of the land and the building is not made at the same time, the seller must pos-sess the land or the building for at least 5 years, whichever comes later;

 

  1. transfer of ownership or possession right to legitimate child, excluding adopted child

 

  1. transfer of ownership or possession right by inheritance to legitimate heir

 

  1. transfer of ownership or possession right to government authority

 

 

Newsletter No. 32 (EN)

 

 

Work Permit Requirements in Thailand

 

 

 

 

 

 

May 2015

 

 

 

 

 

A l l  r i g h t s  r e s e r v e d  ©  L o r e n z  &  P a r t n e r s  2 0 1 5

 

Although Lorenz & Partners always pays great attention on updating information provided in newsletters and brochures we cannot take responsibility for the completeness, correctness or quality of the information pro-vided. None of the information contained in this newsletter is meant to replace a personal consultation with a qualified lawyer. Liability claims regarding damage caused by the use or disuse of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected, if not generated deliberately or grossly negligent.

 

 

 

  1. Introduction

 

Since the introduction of the Aliens Working Act B.E. 2551 (2008), the success of a work permit application for a foreign employee de-pends in particular on the hiring company’s registered and paid-up capital.

 

  1. General Regulations

 

  • Thai juristic persons who wish to ap-ply for a work permit for a foreigner must have at least 2 million Baht fully paid-up capital per foreigner1. The meaning of “Thai juristic per-son” is a juristic person registered in Thailand.

 

It is not related to the shareholding structure between Thais and foreigners.

 

  • Foreign juristic persons who operate in Thailand (e.g. the registered branch of a for-eign company) and wish to apply for a work permit for a foreigner must bring at least 3 mil-lion Baht per foreigner into the country.

 

If the foreign juristic person started operating in Thailand before 30th October 2002 and has no evidence of bringing in the funds from abroad, the consideration will be made based on the amount of money appearing in the bank account over the last six months, which must not be less than 3 million baht per foreigner.

 

The above regulations are applicable to any new work permit application as well as to the extension of work permits.

 

III. Additional Requirements

 

Generally, a maximum of 10 work permits will be issued per company, unless a permission ac-

 

 

cording to suitability in any of the following cases is granted:

 

  • The employer has paid corporate in-come tax of at least 3 million Baht in the past year.

 

  • The employer operates a business of exporting goods abroad and has brought in foreign currency into Thai-land of at least 30 million Baht in the past year.

 

  • The employer operates tourism busi-ness and has brought at least 5,000 for-eign tourists into Thailand.

 

  • The employer employs at least 100 Thai nationals.

 

  • The work permit shall be applied for a foreigner with the following qualifica-tions:

 

o A foreigner whose work is as-sociated with technology that Thai nationals cannot perform, or if a sufficient number of such experts cannot be sourced on the Thai labour market. In such case, a technology and know-how transfer to at least two Thai nationals shall be per-formed within a specifically prescribed period of time; or

 

o A foreigner who performs his duties by using specific knowl-edge and expertise and who completes the work under a project within a definite period of time.

 

In the abovementioned cases, an exemption from the minimum capital requirements per work permit (THB 2 million for Thai entities and THB 3 million for foreign entities respec-tively) can also be granted.

 

 

1 In case of a foreigner married to a Thai national, this amount is reduced to THB 1 million.

 

Furthermore, the restrictions regarding the maximum number of work permits and mini-mum capital do not apply to foreigners em-ployed by a foundation registered under Thai law with an appropriated property exceeding 3 million Baht

 

However, in any case, the total number of work permits issued is subject to the final con-sideration of the authorities.

 

  1. Special Exemption for certain Foreign Juristic Persons

 

  1. Representative Office

Representative Offices in Thailand operating the following businesses can employ a maxi-mum of 2 foreigners:

 

  • Providing advice in various aspects concerning the goods of the head office which are distributed to agents or end users

 

  • Propagation of information relating to new goods or services of the head of-fice

 

  • Reporting of business developments in Thailand to the head office

 

In the following cases, a maximum of 5 for-eigners may be employed:

 

  • Providing sources of goods or services in Thailand to the head office

 

  • Inspection and control of quality and quantity of the goods bought by the head office or the goods manufactured in Thailand under an order of the head office

 

Exemptions may be granted to representative offices which can secure sources for the pur-chase of goods or services in Thailand for the head office and the head office buys goods or services from a manufacturer in Thailand whereby the total value of the goods or ser-vices in the past year is not less than 100 mil-lion Baht.

 

 

  1. Regional Office

Regional Offices in Thailand who operate the following businesses can employ a maximum of 5 foreigners:

 

  • Communicating to, coordinating and directing, on behalf of the head office, the operation of branches and affiliates located in the region

 

  • Providing services in consulting and management

 

  • Training and personnel development

 

  • Financial management

 

  • Marketing control and sale promotion planning

 

  • Product development

 

  • Services in research and development

 

Exemptions may be granted to a regional office which has brought money into Thailand in the past year of not less than 10 million Baht.

 

  1. One-Stop Service Center

 

Since 01 July 1997, the Board of Investment (BOI) offers a simplified application procedure for visa and work permits. The “One-Stop Ser-vice Center for Visa and Work Permits” is available for investors and skilled expatriates and enables applicants to obtain visa and work permits more easily instead of having to con-tact four different government authorities (BOI, Immigration Department, Ministry of Interior and Labour Department). Where in-vestors and expatriates previously had to wait for their visa and work permits up to several weeks, the One-Stop Service Center can issue visa and work permits within hours.

 

Foreign investors have the possibility to apply for a visa and work permit valid for one or two years, whereby THB 2 million or THB 10 mil-lion respectively have to be brought into Thai-land as investment. Skilled expatriates who will work for a company in Thailand can apply for a 1-year visa and work permit. Apart from the issuance of visa and work permits, the One-Stop Service Center offers the following ser-vices:

 

 

  • Extension of visa and work permits

 

  • Correction of incorrect or reissuance of lost work permits

 

  • Changes of the scope or place of work in the work permit

 

  • Acceptance of notifications regarding the start or end of work

 

  • Issuance of emergency work permits with a validity of up to 15 days

 

The following companies can use the One-Stop Service Center:

 

  • Companies that received the approval from the BOI, IEAT or from the Pe-troleum Institute of Thailand,

 

  • Representative Offices or Regional Of-fices,

 

  • Companies with a registered capital of at least THB 30 million or with assets

 

(as per the latest financial statements) of at least THB 30 million.

 

However, the application requirements and process differ:

 

  1. Non-BOI-promoted company

 

The requirements as outlined above (III. and IV.) apply. However, the advantage is that visa and work permit can be issued faster and can also be extended at the same place.

 

  1. BOI-promoted company

 

BOI-promoted companies do not have to comply with the abovementioned requirement regarding capital and Thai employees. Instead, visa and work permits will be granted as re-

 

 

quired by the company and as approved by the BOI.

 

  1. Legal Consequences of Non-

 

Compliance

 

Working without a valid work permit in Thai-land has severe consequences.

 

A foreigner who is found to be working with-out a work permit will be punished with im-prisonment of up to five years, a fine between 2,000 Baht and 100,000 Baht, or both.

 

Generally, a foreigner who is caught in Thai-land working without a work permit will be brought to the court as soon as possible. In case of a first conviction, normally the for-eigner will only be punished with a fine, al-though the court is free in its decision. There-after, the foreigner will in any case be deported from Thailand and will be prohibited to re-enter into Thailand for generally at least one year.

 

The employer and its representatives who per-mit a foreigner to work without a work permit will be punished with a fine between 10,000 Baht and 100,000 Baht, depending on the se-verity of the offence.