USA logistics company registers Thai subsidiary and opens USA bank account

Since 2003, Healy Consultants Group assists multinational Clients with Thailand business set up services, including i) company incorporation ii) multicurrency corporate bank account opening iii) company secretary and legal registered office iv) relevant Thai business licence applications v) tax registration vi) assistance to source office premises and vii) employee recruitment and visas.

In May 2020, our American listed Client approached Healy Consultants Group requesting our assistance to i) register a Thai company and ii) open a Thai corporate bank account.

The Thai company’s main business activity is providing logistics services to USA Ministry of Defense bases outside the USA, as well as USA embassies. The company is headquartered in the USA, near Washington DC.

After a brief email and phone exchange with my Client, I e-mailed a draft invoice outlining Healy Consultants Group’s Thai company incorporation and bank account opening fees. Our Client settled the invoice and we then requested due diligence from our Client and sent the Client a draft nominee agreement in order to begin the engagement.

• Engagement planning

  • The Client engaged us in May 2020. We agreed on a payment installment plan for the engagement. Upon payment of the first installment, we sent our Client a receipt and we were then able to begin the engagement.
  • There were four payments in total, which were paid monthly.
  • Immediately thereafter, we conducted a video call to agree i) the optimum corporate structure ii) simple, practical strategies to legally minimise international tax iii) corporate bank account opening strategy iv) engagement deadlines and milestones v) the advantages of a fast nominee solution and vi) potential engagement challenges.
  • Simultaneously, our Client and staff discussed i) doing business in the USA ii) state taxes iii) permanent establishment and nexus iv) taxable income v) annual personal income tax obligations vi) sales taxes and vii) other business matters.
  • Healy Consultants Group provided our Client a detailed engagement project plan outlining i) the engagement process ii) a breakdown of weekly and monthly deliverables iii) timeline to complete the engagement and iv) any expected engagement problems and solutions with this Thai engagement.
  • Following completion of the above, I crafted a detailed engagement project plan to help our multinational Client visualise their engagement over the coming months. Consequently, our Clients can prepare the necessary documents to enable our team to efficiently and effectively complete Thai company incrporation and corporate bank account opening.
  • Simultaneously, our USA Client supplied us the required Know Your Customer due diligence documents.
  • My staff and I were now ready to project manage the Thai engagement.

• Company incorporation

  • Initially, the Client chose to set up a nominee Thai LLC with professional passive Thai nominees acting as shareholders and director. This was because they wanted to register the company fast, without having to travel to Thailand in order to convert the company into a US-Thai Amity Treaty LLC.
  • Within one day, I sent the Client the company number and corporate documents of the Thai shelf company, which had been just registered.
  • I reserved the preferred company name of the Thai company with the Thai Ministry of Commerce and ordered a new company seal. The company seal was issued within five days.
  • Then, I drafted multiple legal change of company structure documents ready for signature and notarization by the nominees in Thailand.
  • Healy Consultants Group then submitted a complete change of company structure application online to Department of Business Development at Thai Ministry of Commerce.
  • Within four days, the new company name and business activities of the company were approved.
  • Healy Consultants Group provided a temporary local registered office address in Thailand for the nominee company.
  • When the Client is ready to travel to Thailand, Healy Consultants Group will convert the Thai nominee LLC to a US-Thai Amity Treaty LLC.

• Thai Accounting & Tax Obligations

  • Healy Consultants Group registered the Thai company for VAT with the Revenue Department of the Ministry of Finance. This step took two weeks to complete.
  • My team and I continue to timely complete the monthly and quarterly government reporting obligations, including VAT and payroll returns filings, for my Client’s Thai company.

• Thai corporate bank account opening

  • Once the company change or structure and name had been completed, we proceeded with the Thailand corporate bank account opening.
  • To increase the probability of successful corporate bank account approvals, my team and I prepared a detailed business plan to submit to interested banks. This business plan included i) details on the company’s core activities ii) financial projections iii) a market analysis and iv) corporate structure.
  • I e-mailed the business plan to my Client for signature and return to me.
  • I then prepared complete bank account opening forms and submitted them to our preferred bank in Thailand, with a view to receiving their confirmation that they welcome an application from my Client’s company. The nominee needed to visit the local bank to attend the interview.
  • Healy Consultants Group submitted a quality corporate bank account opening application to the local bank. Within three days, the corporate bank account numbers were secured.
  • After the local bank account was secured, the Client wanted to secure an American bank account in Thailand. The Client has a relationship with an American bank, and we could waive the in-person interview. The bank signatories did not have to travel to Thailand to open the bank account.
  • I then supplied the required documents such as the DD documents of the shareholders, directors and bank signatories. It took three months for the American bank to respond and agree to onboard the Thai nominee entity. This was possible due to the relationship between the bank and the Client.
  • I then received corporate bank account opening forms. At the same time, my team and I supplied the bank officers additional DD documents to aggressively negotiate for a travel exemption.
  • My team and I then pre-filled the corporate bank account opening forms and reverted them to the Client for their review, completion and signature. The Client reverted within a month, and we sent the documentation to the American bank.
  • The American bank reverted to require certified copies of the DD documents of the nominee Thai shareholders. Our team then requested the shareholder to visit the branch in Thailand to supply these documents.
  • The American bank’s Compliance Department needed some forms to be signed by the Client as well.
  • Within two months, Healy Consultants Group secured the corporate bank account numbers.
  • The Thai bank account was closed this year in 2022.

• Engagement completion

  • Following engagement completion, Healy Consultants Group couriered a full company kit to our Client, including i) a Thai certificate of incorporation and ii) Thai LLC M&AA and iii) any banking documents in our possession.
  • Simultaneously, I emailed our Client a proforma Thai sales invoice on our Client company headed stationery complying with Thai commercial law including i) company name and number ii) corporate tax number iii) legal registered office address and iv) multicurrency corporate bank account numbers.
  • For staff learning purposes, our USA Client supplied us an engagement feedback survey.
  • Our Business Website Department also requested a professional reference from our Client as well as an online review.
  • Thereafter, Healy Consultants Group’s in-house Accounting and Tax Department assists our Client timely accurately and completely discharge their Thailand legal, accounting and tax obligations on an annual basis.