1. A Presentation of HEAD-OFFICE PHUKET TOWN: 17/6 Chaofaa Rd., Talaadnuea, Muang, Phuket TEL. (076) 222 191 – 5, fax: (66 76) 222 196 E-Mail: interlaw@phket.loxinfo.co.th.www.phuket-realestate-law.com interlaw@phket.loxinfo.co.th.www.phuket-realestate-law.com BRANCH-OFFICE PATONG BEACH: 55 Rat-U-Thit 200 Pee Rd. Patong Beach, Kathu, Phuket 83150 Tel: (076) 344 180-1, 340 731, Fax (66 76) 340 767E-Mail: interlaw@phket.loxinfo.co.th.www.phuket-realestate-law.comwww.phuket-realestate-law.com

2. Limited companies in Thailand: Limited companies in Thailand: Company Ltd. Company Ltd. Partnership Ltd. Partnership Ltd.

3. COMPANY REGISTRATION Company or Partnership Ltd. is registered having Thai Shareholders only Company or Partnership Ltd. is registered having no foreign director and/or foreign shareholder with less then 40 % shareholding Company or Partnership Ltd. is registered having more then 40 % foreign shareholding and/or a foreign director Company or Partnership Ltd. is registered for the purpose of owning Land having natural persons as shareholders Company or Partnership Ltd. is registered for the purpose of owning Land having juristic persons as shareholders

4. Partnership Ltd. THAI-CITIZENS as DIRECTOR min. shareholders 2 person over 20 years of age (if foreigner is shareholder at least 2 Thai shareholders plus foreigner) max. 39 % foreign held shares full liability for majority shareholder's Minimum capital Baht 100,000 of which 25 % have to be paid up No evidence for source of funds necessary by Thai shareholders Partnership Ltd. Thai Shareholders only or no foreign director and/or foreign shareholder with less then 40 % shareholding

5. Company Ltd. THAI-CITIZENS as DIRECTOR(S) Shareholders: 7 person over 20 years of age (at least 1 Thai shareholder) max. 39 % foreign held shares Limited liability up to the registered company capital Minimum 100,000 Baht capital of which at least 25 % have to be paid up No evidence for source of funds necessary by Thai shareholders Company Ltd. Thai Shareholders only or no foreign director and/or foreign shareholder with less then 40 % shareholding

6. Evidence on every Thai Partners or Shareholders showing a source of investment shall be presented to registrar of CRO Example: Copy of passbook or bank statement dated back six months; or Bank statement issued to certify or confirm the financial status of partners or shareholders; or Copy of evidence showing a source of investment used for the investment or shareholding; or Salary statement verified by employer; or Loan agreement and money transfer; or any other source (inheritance, land sale, vehicle sale Company or Partnership Ltd. more then 40 % foreign shareholding and/or a foreign director

7. Evidence on every Thai Partner or Shareholder showing a source of investment at Investigation at the land department on date of transfer of land: Copy of passbook or bank statement dated back six months; or Bank statement issued to certify or confirm the financial status of partners or shareholders; or Copy of evidence showing a source of investment used for the investment or shareholding; or Salary statement verified by employer; or Loan agreement and money transfer or other sources Company or Partnership Ltd. for the purpose of acquiring land (only natural persons being shareholders) Evidence on Companies source of funds to purchase such Property: Sufficient registered Capital or funds accrued in company (balance sheet) Loan agreement and money transfer without having to seek approval from Bangkok: Maximum 39 % foreign shares (the less foreign shareholders the better) Having a Thai director with full signatory power

8. Evidence on every Thai Partner or Shareholder and Company showing source of investment or funds: same as for a Company or Partnership Ltd. having natural persons as shareholders Company or Partnership Ltd. for the purpose of acquiring land (juristic persons being shareholders) Evidence on Companies source of funds to purchase such Property: Sufficient registered Capital Loan agreement and money transfer without having to seek approval from Bangkok: Maximum 39 % foreign shares Having a Thai director with full signatory power More Thai shareholders in persons then Foreigners (less foreign shareholders better) Each juristic Person shall be a Thai Juristic person as of the Land Code i.e. having a maximum of 49 % foreign shareholding and more Thai Shareholders then foreigners.

10. Company or Partnership Ltd. registered under the treaty between the Unites States of America and Thailand (1968) Every American citizen (certified by a letter signed from the Commercial Section of American Embassy in Bangkok) will count same as any Thai person: Minimum of 51 % American held shares American National can be director in a Partnership Ltd. Restriction on the objective of business No registration of Land or Vessel (for commercial purpose) in the name of the company possible After initial registration at CRO the company has to be registered in BGKK at the Alien Business registration office.

11. If a Company or Partnership Ltd. registered as Alien Business sunder the Alien Business Law 24th November B.E. 2542 (1999) Business as listed in List 1 Alien can not engaged in such activities as for special reason, which fore example includes Land Trade List 2 Alien cannot engage in such activities unless receiving permission by th Minister of Commerce with approval of the Cabinet, or a promotion is received from the Board of Investment of Thailand. Businesses related to safety or national security of the country, or with impact on Traditional culture, norms, local handicraft, or natural resources and Environment

12. If a Company or Partnership Ltd. registered as Alien Business sunder the Alien Business Law 24th November B.E. 2542 (1999) Business as listed in List 3 Alien cannot engage in activities unless receiving permission by the Director-General of the Business Development Department, Ministry of Commerce, with the approval of the Foreign Business Committee approves such. Only for businesses Business which the Thai people are not ready to compete with the alien Any Business not listed in List 1 to 3 is allowed to be conducted by Aliens for example Export for goods produced in Thailand, holding of shares in other Thai juristic Persons

13. Ministerial Regulation on minimum Investment and transfer of funds Clause 1The alien must start business in Thailand with the minimum capital at 2,000,000 Baht according to section 14 paragraph 1. Clause 2The alien must start business in Thailand with minimum capital which must not less than 25% of the annual estimate expense for each business for 3 years, but all of them must be at least 3,000,000 Baht for each business. In case the business performance is less than 3 years, allow to average by years of business as rule, and all of them must be at least 3,000,000 Baht. The estimate expense according to paragraph 1 means the money in total amount that the alien will spend in Thailand to run the business in order to get the fix assets and for business using as expense during the year.

14. Ministerial Regulation on minimum Investment and transfer of funds Clause 3The alien is an individual or juristic person did not register in Thailand, must send or get the foreign money to Thailand for minimum capital with complete amount according to clause 1 or clause 2, depend on situation within 3 years commence from the date started the business according to section 14 paragraph 1 or date received permission according to section 14 paragraph 2. During the first 3 months, must send or get not less than 20% of the minimum capital and must complete 50% within 1 year, for the rest, must send or get not less than 25% each year. In case the business performance does not reach 3 years, must send or get the minimum capital within 6 months from the date started the business according to section 14 paragraph 1 or date of permission according to section 14 paragraph 2. Clause 4The alien need to show the evidence of sending or getting the minimum capital to Thailand and calculation of exchange foreign money to Thai Baht by using the exchange rate on the date of sending or getting the minimum capital to Thailand as rule, submit to the Domestic Commercial Development Division within 15 days from the sending or getting date of the minimum capital to Thailand.

15. QUESTIONS ? Friedrich ‘Sam’ Fauma (Senior Partner, Director) www.phuket-realestate-law.com (+66) 76 222191 – 5, Fax. (+66) 76 222196 interlaw@loxinfo.co.th THANK YOU