Buying a Business in Thailand
What Businesses are available to buy in Thailand?
There are a broad range of businesses available to buy at any one time through-out Thailand – probably over 10,000 in Bangkok alone. Typically, they include Restaurants and Cafes, Night-Clubs, Pubs and Bars, Hotels, Guesthouses and Hostels, Laundries, Salon’s, Massage Shops and Spas, and Travel Agencies. They can be as diverse though, as Language Training Schools, Cooking Schools, Motor Bike Rental Shops, Retail shops (furniture, clothing, sporting gear, etc), Dive Shops, Food Vans, Printing Businesses, Translation Services, Online Businesses, and much more.
Who Can Buy a Business in Thailand?
In short, anyone! It doesn’t matter if you are a Thai national or a foreigner. It doesn’t even matter if you are visiting Thailand on a Tourist Visa, or are studying in Thailand on an Education Visa.
How Do I Buy a Business in Thailand?
Businesses are generally developed and operated from LEASEHOLD premises, others are operated from FREEHOLD premises.
Common in both cases however, is that there is a value and price associated with buying ‘the business’ and then, a rental situation (in the case of Leasehold), or a value and price for the Freehold property.
Businesses Operated from Leasehold Premises (most common with small and startup businesses)
A person (anyone) develops an idea and has some capital to invest. They Lease a shop-house (for example) and they fit it out at their own expense. They buy furniture, stock, equipment, other assets, employ staff, market and advertise the business and develop a clientele. Assuming they do a good job, they make profit. This is what is known as ‘the business’. When the owner of this business wants to sell, they will offer it for sale, either privately or through an agent like Asian Business Brokers. Because (in this example) the business is being operated from a leased premises, as a buyer, you will buy the business, AND enter into either the remaining tenure of the previous owners lease agreement, or begin a new lease agreement with the Landlord.
When you buy businesses like this as a personal investor, you will generally only be required to show your Thai ID Card and House Certificate (if you are a Thai national) or your Passport (if you are not a Thai national), and the Landlord will require copies – much the same as when you lease an apartment or condominium in Thailand.
You can also buy businesses like this through a company structure, in which case, you will need to produce your Company Registration and allow the Landlord to copy it.
Businesses Operated from Freehold Premises (most common with larger businesses)
A person (anyone) develops an idea and has some capital to invest. They buy an existing freehold property, or buy freehold land and develop it. They improve the land for use, or use the existing improvements. They buy furniture, stock, equipment, other assets, employ staff, market and advertise the business and develop a clientele. Assuming they do a good job, they make profit. Assuming they invest wisely, they will make a capital gain on their freehold purchase/improvements, when it becomes time to sell. When the owner of this business wants to sell, they will offer it for sale, either privately or through an agent like Asian Business Brokers. Assuming they are offering if for freehold sale (and not just selling the business and leasing the property – as described previously), you will buy both the business and the ownership of the land (as improved). There will be no requirement for you to pay rent.
When you buy businesses like this, you will either need to buy it as a Thai national, or under a Thai registered company. If you are not a Thai national, you can incorporate a Thai registered company (the legal form of the company can be sole proprietorship, an ordinary partnership – registered or not, a limited partnership, a representative office, a regional office, a branch office, a joint venture, or a limited company), but this article does not deal with this topic, other than to say that the limited company option is the common form. For more information about company setup, special privileges to American citizens under the ‘Treaty of Amity and Economic Relations’, and company law, please seek assistance from a reputable law firm in Thailand.
Can I work in a Business that I Buy?
If you are a Thai national, of course you can! If you are not a Thai national, the answer is strictly no (regardless of whether you are operating from leasehold or freehold premises) unless you have a valid Working Permit for the business you wish to work in. There is nothing wrong with you buying the businesses below (investing in them), but under Thai Law BE2522, foreigners are prohibited to engage in any of the following types of work in Thailand, so it is unlikely that a working permit will be issued for:
- Manual work;
- Work in agriculture, animal husbandry, forestry or fishing excluding specialized work in each particular branch or farm supervision;
- Bricklaying, carpentry or other construction works;
- Driving a mechanically propelled carrier or driving a non-mechanically propelled vehicle, excluding international aircraft piloting;
- Shop attending;
- Supervising, auditing or giving services in accounting excluding internal auditing on occasions;
- Cutting or polishing jewelry;
- Haircutting, hairdressing or beauty treatment;
- Cloth weaving by hand;
- Weaving of mats or making products from reeds, rattan, hemp, straw or bamboo;
- Making of Sa paper by hand;
- Lacquer ware making;
- Making of Thai musical instruments;
- Nielloware making;
- Making of products from gold, silver or gold-copper alloy;
- Bronze ware making;
- Making of Thai dolls;
- Making of mattresses or quilt blankets;
- Alms bowl casting;
- Making of silk products by hand;
- Casting of Buddha images;
- Knife making;
- Making of paper or cloth umbrellas;
- Hat making;
- Brokerage or agency excluding brokerage or agency in international trade business;
- Engineering work in a civil engineering branch concerning designing and calculation, organization, research, planning, testing, construction supervision or advising excluding specialized work;
- Architectural work concerning designing, drawing of plans, estimating, construction directing or advising;
- Garment making;
- Pottery or ceramic ware making;
- Cigarette making by hand;
- Guide or conducting sightseeing tours;
- Street vending;
- Typesetting of Thai characters by hand;
- Drawing and twisting silk thread by hand;
- Office or secretarial work;
- Legal or lawsuit services.
(Source: Alien Occupational Control Division, Department of Employment Ministry of Labor and Social Welfare)
Should I do Due Diligence before Buying?
Of course you should! The question is how much should you do? For smaller businesses where the value (asking price) is low, and if you are not investing your life savings into the project (the financial exposure is not high), then the amount of due diligence you do will probably be minor and will include things like:
- Checking that the Owner is actually the Owner,
- Checking the Financial Records,
- Reading the Lease Contract in the case of businesses operating in Leasehold premises, and
- Visit the business at different times and different dates to gauge the ‘clientele’.
How Much Should I Pay for a Business in Thailand?
There are many ways of valuing businesses and freehold land with improvements (regardless of what country they are in). The valuation of businesses is discussed in more detail in another article produced by Asian Business Brokers. Generally speaking however, the business will be worth what it can generate for you in money over a period of time. You need to consider the following:
- If you want to inspect financial records, you can ask, but there is no guarantee that what you receive from the owner will be accurate (for many reasons).
- If you intend to buy a ‘bar’ for example, and convert it to a ‘restaurant’, or buy a ‘Thai restaurant’ and convert it to an ‘Italian restaurant’, then looking at the owner’s financial records is somewhat irrelevant.
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