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Steven Hubert Phillips
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Thailand Tax & Legal Services June 2018 Legal News Delitte Legal Representing tmrrw Inside this issue : June 2018 Eastern Ecnmic Crridr Act B.E. 2561 The Ryal Decree n the Digital Asset Businesses B.

9/2560 Ministry f Cmmerce clarifies n arranging fr the bard f directrs meeting f the public cmpany limited under the Public Cmpanies Limited Act B.E.

1 Thailand Tax & Legal Services June 2018 Legal News Delitte Legal Representing tmrrw Inside this issue : June 2018 Eastern Ecnmic Crridr Act B.E The Ryal Decree n the Digital Asset Businesses B.E BOI Applicatin fr Investment Prmtin in Research and Develpment and Engineering Designs under the Ntificatin N. 9/2560 Ministry f Cmmerce clarifies n arranging fr the bard f directrs meeting f the public cmpany limited under the Public Cmpanies Limited Act B.E Eastern Ecnmic Crridr Act B.E On 14 May 2018, the Eastern Ecnmic Crridr (EEC) Act B.E (the Act ) was published in the Gvernment Gazette with the aim t prmte cmmerce and high technlgy industries which are mdern, innvative and envirnmental friendly twards achieving sustainable develpment. The details f this Act can be summarized as fllws: The EEC currently spans acrss three prvinces i.e., Chachengsa, Chn Buri and Rayng and ther surrunding eastern prvinces t later be included in the EEC will be issued in by way f a Ryal Decree. The EEC has t set up an EEC Cmmittee (chaired by the Prime Minister) which has the respnsibilities t set a plan t develp the EEC, apprving layut fr land plt utilizatin, making investment cnditins fr the private sectr and defining the EEC special ecnmic znes, targeted industries and granted incentives and benefits.

2 There are 10 targeted industries fr the EEC which includes, nextgeneratin autmtive, intelligent electrnics, turism fr high-incme turists and medical turism, advanced agriculture and bitechnlgy, fd prcessing, advanced rbtics industry, lgistics and aviatin, bifuels and bichemical, digital and hlistic medical and health services. The Secretary General has the pwer t grant apprval, issue licenses r give cnsent, r accept registratin r ntices n matters in relatin t laws n land excavatin and land filing, building cntrl, machinery registratin, public health, immigratin particularly in granting apprval fr the specialized freigners r specialist t stay in the Kingdm, civil registratin, factry and land allcatin fr the purpse f managing business r prcess in the EEC. EEC investrs that are juristic persns and freigners have the right t wn land t perate the apprved business activities in the EEC area, withut seeking apprval under the Land Cde. In additin they have the right t wn cndminiums t perate the apprved business activities r t live with an exemptin frm the restrictins under the Cndminium law and the right t lease land in the EEC area fr up t 50 years t develp and prmte the targeted industries, whereby this lease can be renewed fr 49 years after the initial 50 year perid. The Plicy Cmmittee may designate any area under the EEC t be a prmted special ecnmic zne r the wner f land lcated in the EEA area can request the Office f the EEC Plicy Cmmittee ( EEC Office ) t appint such land t be a prmted special ecnmic zne in the EEC prvided that the wner must cmply with the requirements, methds, cnditins as set ut by the EEC Office with the apprval f the EEC Plicy Cmmittee. Business peratrs are eligible t receive an exemptin r reductin f crprate incme tax nt exceeding the right as specified in the Investment Prmtin Act r the Natinal Cmpetitive Enhancement Act fr targeted industries. Furthermre, the right t be exempted frm the Exchange Cntrl Act, and t use freign currency fr payment f gds and service between business peratins in the EEC area. This Act became effective as f 15 May 2018 nwards. The Ryal Decree n the Digital Asset Businesses B.E On 13 May 2018, the Ryal Decree f the Digital Asset Businesses B.E ( Ryal Decree ) was published in the Gvernment Gazette and came int frce n 14 May The Ryal Decree regulates and cntrls activities and businesses relating t the digital assets fr the purpses f maintaining ecnmic stability f Thailand and prtecting investrs and ther persns invlved. The details f the Ryal Decree are summarized as fllws: The Ryal Decree empwers the Office f the Securities and Exchange Cmmissin as per the Securities and Exchange laws ( SEC Office ) t cntrl the sale and purchase f digital assets. The digital assets shall mean cryptcurrencies and digital tkens. Generally, the same number and type f cryptcurrencies r digital tkens can be delivered, transferred, held r returned. Calculatin f the digital assets int Thai Baht shall be subject t the rules set by the Securities and Exchange Cmmissin ( SEC ). Issuance f the digital tkens i.e., the ffering f newly-issued digital tkens t the public by the fferr must be apprved by the SEC Office, whereby the fferr must be a legal entity established in a frm f either a limited cmpany r public limited cmpany and must submit a registratin statement and a draft prspectus t the SEC Office.

3 Investrs wh are able t invest in digital tkens must be f the types and cnditins specified by the SEC. Once the SEC Office apprves the registratin statement, the fferr shall be entitled t ffer the digital tkens thrugh the prtal apprved by the SEC nly. Vilatin r failure t receive a permissin r des nt ffer the digital tkens thrugh the apprved prtal shall be liable t imprisnment f n mre than 2 years r a fine f n mre than 2 times f the ttal price f the digital tkens ffered, the fine f which must nt be less than 500,000 Baht, r bth. Currently, the SEC is in the prcess f drafting ntificatins and ther relevant legislatins fr clarity and practically in managing transactins f digital assets under the Ryal Decree. BOI Applicatin fr Investment Prmtin in Research and Develpment and Engineering Designs under the Ntificatin N. 9/2560 On 8 January 2018, the ffice f the Bard f Investment ( BOI ) annunced clarificatin in applying fr investment prmtin in research and develpment and engineering designs accrding t BOI ntificatin N. 9/2560 Measures t Prmte Imprvement f Prductin Efficiency. The details are summarized as fllws: - Requesting fr Investment Prmtin This measure applies t existing BOI r nn-boi prmted prjects; and The activity must be eligible fr investment prmtin by the BOI at the time f the applicatin, except fr the activity(ies) listed in the Annuncement f the BOI N. Pr. 4/2560. Terms and Cnditins fr Investment Prmtin The fllwing terms and cnditins must be cmplied with: The scpe f services must include investment n research and develpment and engineering designs fr efficiency imprvement; The investment value and expense shall be cnsidered cmparable t the revenue received frm the prject activity requesting fr investment prmtin nly; Investment and expenses used in the research and develpment prject shall cmprise f salary f emplyees wh wrk in the research and develpment prject, cst fr surcing f equipment/device t be used in the research and develpment prject, expense fr hiring wrkers t wrk in the research and develpment prject in Thailand, fees fr registering f Intellectual Prperty Rights prtectin in Thailand and verseas, etc.; The value f the incme t be used fr exemptin f crprate incme tax must be calculated frm the ttal amunt f net prfit fr each accunting year and must nt exceed 50% f the investment. The incme t be calculated must ccur after btaining the investment prmtin certificate; The investment capital t be calculated fr exemptin f crprate incme tax will be as fllws: In case f cmmencement f prject within 3 years frm the issuance f the BOI Prmtin Certificate, the investment must be calculated frm the date f applying fr investment prmtin t the cmmencement date f prject peratin.

4 In case f cmmencement f prject after 3 years frm the issuance f the BOI Prmtin Certificate, the investment must be calculated frm the date f applying fr inve1stment prmtin until the end f 3-year perid frm issuance f the BOI Prmtin Certificate. The applicatin fr investment prmtin under this measure must be submitted with the applicatin fr investment prmtin within 30 December 2020 and the prject must be ready fr cmmencement within 3 years after the date f issuance f the prmtin certificate by the BOI. Ministry f Cmmerce clarifies n arranging fr the bard f directrs meeting f the public cmpany limited under the Public Cmpanies Limited Act B.E The Department f Business Develpment with the Ministry f Cmmerce has annunced clarificatins n arranging fr the bard f directrs meeting f a public cmpany limited under the Public Cmpanies Limited Act, B.E dated 17 May Based n the legal pinin f the Office f the Cuncil f State N. 839/2561 as fllws: - In the case where the chairman f the bard ( chairman ) is vacant (e.g. exists but is unable t perfrm the duty r declines t perfrm the duty, etc.) the remaining directrs whm cnstitute a qurum can arrange fr the bard f directrs meeting in rder t perfrm the necessary management matters f the cmpany. In the case where there are vacancies f directrs less than the ttal number f directrs t cnstitute a qurum, such remaining directrs regardless f the existence f a chairman can act as the bard f directr in rder t hld a meeting f sharehlders fr electin f directrs t replace all the vacancies at the snest pssible time. The cmpany may stipulate the special prvisins fr calling the bard f directrs meeting in the Articles f Assciatin f the cmpany in rder t cntinue the peratin f the cmpany withut interruptin in the case where the chairman is vacant (e.g. exists but is unable t perfrm the duty r declines t perfrm the duty, etc.) Cntact Pljun Divari Directr, Delitte Legal Bangkk, Thailand Tel: +66 (0) ext pdivari@delitte.cm Prnpun Niymthai Directr, Delitte Legal Bangkk, Thailand Tel: +66 (0) ext pniymthai@delitte.cm Delitte refers t ne r mre f Delitte Tuche Thmatsu Limited ( DTTL ), its glbal netwrk f member firms, and their related entities. DTTL (als referred t as Delitte Glbal ) and each f its member firms are legally separate and independent entities. DTTL des nt prvide services t clients. Please see t learn mre. Delitte is a leading glbal prvider f audit and assurance, cnsulting, financial advisry, risk advisry, tax and related services. Our netwrk f member firms in mre than 150 cuntries and territries serves fur ut f five Frtune Glbal 500 cmpanies. Learn hw Delitte s apprximately 264,000 peple make an impact that matters at Abut Delitte Sutheast Asia Delitte Sutheast Asia Ltd a member firm f Delitte Tuche Thmatsu Limited cmprising Delitte practices perating in Brunei, Cambdia, Guam, Indnesia, La PDR, Malaysia, Myanmar, Philippines, Singapre, Thailand and Vietnam was established t deliver measurable value t the particular demands f increasingly intra-reginal and fast grwing cmpanies and enterprises.

5 Cmprising apprximately 340 partners and 8,800 prfessinals in 25 ffice lcatins, the subsidiaries and affiliates f Delitte Sutheast Asia Ltd cmbine their technical expertise and deep industry knwledge t deliver cnsistent high quality services t cmpanies in the regin. All services are prvided thrugh the individual cuntry practices, their subsidiaries and affiliates which are separate and independent legal entities Abut Delitte Thailand In Thailand, services are prvided by Delitte Tuche Thmatsu Jaiys C., Ltd. and its subsidiaries and affiliates Delitte Tuche Thmatsu Jaiys C., Ltd

Legal News Deloitte Legal Representing tomorrow

Legal News Deloitte Legal Representing tomorrow Thailand Tax & Legal Services March 2018 Legal News Delitte Legal Representing tmrrw Inside this issue : March 2018 The Ntificatin f the Cmmittee n Cntract Re: Prescribing Residential Prperty Leasing Business