e-Tax Invoice

 

The Revenue Department (RD) in cooperation with the Office of Electronic Transaction Commission (ETDA) has initiated the system of “e-Tax Invoice by Email,” which is announced in the RD’s Regulation on Preparation, Delivery, and Keeping of electronic invoice by e-Tax Invoice by Email, dated March 1, 2017.  To use the system, company needs to be registered in the e-Tax Invoice by email by RD’s website.

 

As the process of issuing invoice by email, the company should send invoice by format designated by the system, 1 copy to the customer’s email address and another copy to the email address of e-Tax Invoice by Email system at the same time to receive “time stamp” to certify the existence of the electronic invoice.

 

The Regulation is announced on March 1, 2017, but it does not provide the date that company has to implement; however, from the e-Tax presentation by RD, the implementation plan is as follows:

 

Size of company

Size of Revenue (Baht)

Implementation date

Large

More than 500 million

1st January 2018

Medium

More than 30 million-500 million

1st January 2018

Small

More than 1.8 million-30 million

1st January 2020

Micro

Less than 1.8 million

1st January 2022

 

New Act to Amend Director’s Criminal Liability

 

The Act on Revisions of Provisions Regarding Criminal Liability of Juristic Persons’ Representative (the “ publication, i.e. 12 February 2017.

 

Implications

The Act was issued to replace the clauses relating to assumption of criminal liabilities (i.e. the directors will be presumed to be subjected to criminal liability unless the directors can prove otherwise) under 76 laws, some of which were ruled by the Constitution Court to be contrary to the Constitution and thus voided, and will be replaced with clauses along the following lines:

“...In case the offense is committed by a juristic person, (1) if such offense is a result of an order or an act of a director or a manager, or any person who is in charge of such business, or (2) the aforementioned person who is responsible for the necessary order and action, fails to do so and this results in such juristic person committing the offense, such person shall be liable for such offense…”

The implication of the Act is that (i) the directors would not be presumed to be subjected to criminal liability, (ii) but still directors may be held liable not only in cases where the directors are actively (or proved that they) involved in committing the offence but also in cases where they failed to perform their duty of care to prevent the occurrence of the offence.

 

 

Foreign Business License

 

Minimum capital for foreign business operation

Q: A foreign company registered in Thailand has registered and fully paid-up capital of Baht 2.65 billion and is operating business to manufacture Carbon Black under the BOI Promotion. The company is planning to import the Carbon Black for distribution in Thailand. Such business is considered as doing the retail business under List three (14) and wholesale business under List three (15). The company would like to confirm whether the paid-up capital of Baht 2.65 billion can be designated as minimum capital of 100 million Baht for the wholesale and retail business in order operate without having to acquire the Foreign Business License according to Article 17 or not?

A: 1) The minimum capital is the registered capital of foreigners which is used for actual business operation in Thailand. The minimum capital shall be considered by the actual capital which is the fully paid-up and excluded minimum capital as required by Foreign Business Act B.E.2542 or other laws.

2) The foreigner must have actual capital which is the fully paid-up capital of Baht 100 million for each business in order to operate the businesses without having to obtain the Foreign Business License. The aforementioned capital shall not include minimum capital as required by Foreign Business Act B.E.2542 or other laws. Each capital of Baht 100 million for retail business can own 5 shops and 1 shop for wholesale business. The retail means the sale of goods directly to consumers and the wholesale means the sale of goods to buyers who resell or provide service to customer, or use them as materials for manufacturing other products.

3) In case the company has fully paid-up capital of Baht 2.65 billion and operates Carbon Black manufacturing business under the BOI Promotion is considered as having capital required by other laws. To designate such registered capital for retail and wholesale business without having to obtain the Foreign Business license, the company must consider the amount of paid-up capital after deducting the capital of each BOI project. If the remaining capital is more than 200 million Baht, the company can use it to be applied as the minimum capital for retail and wholesale business without having to acquire the Foreign Business License B.E. 2542 according to Article 17