Foreign Business Act (section 16 - 30)

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 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 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 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 Council 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 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 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 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 for 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.

Section 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 the country.
4. Technology or assets.
5. Other necessary conditions.

Section 19
If it turns out that any licensee or certificate grantee:

1. violated 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 17;
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 period, 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.

Section 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.

Section 21
Subject to Section 7, Section 19, and Sections 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.

Section 22
If the license or the certificate grantee stops the business operations 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.

Section 23
There shall be a Foreign Business Committee consisting of the Permanent Secretary of the Ministry of Commerce as the Chairperson, Representative of the Office of the National Economic and Social Development Board, Representative of the Office of the Board of Investment, Representative of the Ministry of Defence, Representative of the Ministry of Finance, Representative of the Ministry of Foreign Affairs, Representative of the Ministry of Agriculture and Cooperative, 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, Representative of the Ministry of Education, Representative of the Ministry of Public Health, 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.

Section 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.

Section 25
Apart from leaving the office under Section 24, the learned committee members shall leave the office upon;

1. Death;
2. Resignation;
3. Being removed by the Minister due to disgraceful conduct, malfeasance, breaching his duty or being deficient in abilities;
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; or
7. Lacking the qualification under paragraph two of Section 23 .

Section 26
The Committee has the authority as prescribed in this Act and shall have the following duties:

1. Advising, recommending or giving opinions to the Minister on the enactment of royal decrees and issuance of ministerial regulations under this Act or the prescription of business category and business operation locality of the foreigners under Section 7 or the application for the Cabinet's approval under Section 8 (2).
2. Studying compiling, and preparing reports on the foreign business operation in Thailand including the impacts and appropriateness thereof, for presentations to the Minister from time to time but it shall not be less than once a year.
3. Advising, recommending or giving opinions to the Minister on other matters as he may assign.

Section 27
In holding the meetings of the Committee, at least one half of the total number of Committee members shall be present in order to constitute a quorum. If the Chairperson is not present or is unable to perform the duty, the Committee members attending the meeting shall elect one Committee member to preside over the meeting.

The decision of the meeting shall be taken by majority vote. One Committee member shall have one vote. In case of equality of the votes, the Chairperson of the meeting shall be entitled to a casting vote.

Section 28
The Committee shall be entitled to appoint subcommittees to consider or undertake any task assigned by the Committee and Section 27 shall apply to the meetings of the subcommittees mutatis mutandis.

Section 29
The Commercial Registration Department, Ministry of Commerce, shall act as the Secretary Office of the Committee and shall have the following authority:

1. Performing work in accordance with the resolutions of the Committee or as assigned by the Committee;
2. Presenting opinions to the Committee regarding the foreign business operation in Thailand for the benefit of the study, information compilation, and preparation of reports to the Minister; and
3. Performing general administrative work of the Committee.

Section 30
The Registrars and the Competent Officers shall have the authority:

1. To inquire in writing or summon any person for explanation of any facts, including submissions of documents or evidence necessary for verification of the facts;
2. To enter the place where the foreigners operate the business during business hours to inspect and ensure the compliance with this Act provided an approval in writing must first be obtained from the Director-General except in case of utmost emergency. In performing the duty, they shall have the authority to inquire the facts or demand any documents or evidence necessary for the examination of the facts from the persons staying in the said place.
   
   In performing the duty under (2), the proprietor or the possessor of the place shall reasonably assist the registrars and the competent officials. In this regard, the registrars and the competent officials shall not act in a threatening manner or in a searching manner under the Criminal Procedure Code and shall give a notice in writing to the proprietor or the possessor of the place not less than three days in advance, except in case of utmost emergency and, upon the completion of the duty, a written report of the result shall promptly be made to the Minister.