khunPer

12 hours ago, Delight said:

 It might not be in the spirit of the law ,as you say -however MD's transfer their shares and voting rights. If not this loophole would not work -and clearly it does.

The OP's wifes's 48% are not touched.

The Thai authorities have had plenty of opportunity to close down this loophole. Clearly they chose to sit on their hands.

I cannot see a connection between the share allocation of the OP's company and his marital relationship.

That does not mean that no relationship exists.

Perhaps you could explain.

How does a shareholder with 0% voting rights have any influence on a company? Can they stop the transfer of shares and voting rights from a foreigner with 100%  voting rights etc.  to another foreigner?

If they can then the whole scheme i.e the loophole, will fail.

The company approach will be dead

Thanks for your reply.

An MD is a "managing director", and a managing director is employed by the board. A MD has no voting rights. A MD might have some power of authority, but cannot sell or transfer shares, but he can suggest the bord, and the owners, to sell when a good proposal is made.

However, a shareholder can also be board member (director), or a managing director (MD), and the director or MD can thereby vote in the General Meeting, including any nominee votes and preferred share's votes he may hold.

But a shareholder, no matter how many percent votes he has, cannot sell or transfer shares, he do not own, unless he have a proxy signed by each of the other shareholders, permitting him to sell and/or transfer their personal shares. A 0-baht sale might however be suspicious, especially if the company limited showed values in the latest annual tax statement, i.e. owned property. The 51% non-foreign shareholders might challenge that in a Court. I ask again about being shareholder in such a company limited: "Would you buy property in Thailand owned by a Thai company limited, where 51% of the shares are held by someone that might not approve your ownership..?"

Without proxies, the owner of 49% of a company's shares, can only sell his 49% of the company. If the owner is a foreigner using nominee votes, he can in theory be challenged in Court, or the company risk being scrutinized by authorities.

The connection between a married couple is that any contract made during the marriage can be declared void upon divorce; i.e. any proxy giving the other part power, signed during a marriage.

The so-called "loophole" stopped a decade or so ago – a company limited with the only purpose and activity to hold land ownership for a foreigner, based on nominee shareholders; and as I said in my previous post, the companies were given a limited period of time to bring the ownership in accordance with the Law – however, the authorities (so far) only cares about checking major cases, where it's not one single private home, but rather "projects", including speculation and business. It's a question of ownership, documentation of funds for Thai national owners (so they are not nominees), and activities in the company limited.

If you contact a lawyer today about formation of a Thai company limited, you'll be asked to find two more shareholders yourself for the 51% of the company, and the shareholders might need to show source of funds. Today a lawyer might not issue letters for nominee votes, but instead work with preferred shares, which don't need to be held by the foreigner...????

Are you shareholder or director in a Thai company limited..?

????

9 hours ago, Gadgetwiz said:

Specifically, I would like to get answers to these questions as they relate to dating a Thai woman online for relocation to the US:

1) How long is the courtship process after initial video calls?

2) How long should the courtship last before proposal?

3) Should a proposal take place before actually meeting or should I travel to Thailand first?

4) How long after the proposal should the marriage take place.

5) Any advice on dealing with Sin Sod in this situation so I'm not conned.

6) Does anybody see any warning signs I might have missed?

To me best knowledge...
1) It really depend on the lady, but if she is (too) fast, be skeptical.

2) Long time; so-called "good Thai girls" can takes years, and will often bring a chaperone at all meetings before engagement, or even marriage.

3) No, you shall go to Thailand, and probably more than once.

4) Up to a year, depending on negotiations with the family.

5) Sin sot is a normal part of the Thai culture, and should be quite high for a "good lady". Some families may just wish to show the money for face at the wedding ceremony (you pay), and let you and your wife keep the money. A "good" and well educated lady can be "worth" from a million baht and up, plus some bahts of gold – Thai men might willingly pay that (I've seen it) – but it's a question of negotiation, but do expect a sin sot in some hundred thousand baht; and also expect some smaller sin sot to be settled when proposing, on top of a diamond ring.

6) Hmm, there are lots of warning signs to be aware of, and they might show up different for different ladies, like you already seem to have experienced. An sometimes it works very well, in spite of all flashing red warning lights...????

Mind you that the ladies might be just as skeptical about the foreigner and his intentions – and afraid to have her genuine feelings hurt, by just being exploited for free sex when meeting in person – just like you are skeptical about the ladies.

I presume there is no standard script for a procedure, it's a question of individual balance...????

6 hours ago, strikingsunset said:

The first thing you must do now is read “ Private Dancer” by Stephen Leather

 

Sent from my iPhone using Thaivisa Connect

If not the first, then the second thing to do, is to read "Thailand Fever", you'll find answer to your questions there, and a lot more useful information about the cultural gap, you moving close to.

I would say that "Private Dancer" is second book to read, however a good novel with some true and useful information.

1 hour ago, Airalee said:

The Grateful Dead should have bought a pair of those “professional active speakers” instead of relying on 48 of those wimpy McIntosh amplifiers in order to obtain a measly 28,800 watts for their “Wall of Sound”. ????

 

https://en.m.wikipedia.org/wiki/Wall_of_Sound_(Grateful_Dead)

Indeed, and we were so impressed about their system at that time...

8 hours ago, ianwheldale said:

I've booked no transport. What would be the best, cost-effective way to get from the pier to my hotel. I can book a transfer through Agoda where I booked my hotel but am assuming the price may well be over and above what I would pay if I just found something on my arrival

What is the Agoda-price..?

Apart from the great advise of using the Lomprayah catamaran service and minibus transfer, there will be taxis – or cars – available at Lipa Noi pier. There use to a sign with fixed prices – unfortunate I don't have a photo of the sign – and I would not count on finding transport for less than that. Lipa Noi is a bit off track. Song thaew (baht bus) service stops at 6pm, and I even doubt they drive from Lipa Noi Pier. Taxi, or car, from Lipa Noi to Fisherman Village would be in the area of 800 baht to 1,000 baht.

The Lipa Noi Pier transfer service here, charge 990 baht to Bo Phut (Fisherman Village).
Raja Ferry's page "Van Transfer Lipa Noi Pier To Hotel in Samui" don't say anything.

13 minutes ago, Delight said:

He can if he has 100% of the voting rights. The 51% have zero voting rights. The 51% sign over their voting rights when the company is set up.

These companise are set up to circumvent the Thai rules about controlling Thai land.

The success of this scheme is all about voting rights. Share allocation is irrelevant-providing that the foreigner has less than 50% of the share allocation.

The sale will have to be at zero Baht. If it was a  positive value,say 10,000  Baht then in the OP's case the 3% would have to traced and given their share.

A sales price of Zero Baht eliminates that need.

These are private companies. the MD with the 100% votes can do what he likes-or in reality does what he is advised by a lawyer

Kindly disagree.

A MD (managing director) cannot sell a company, only the owners can decide that; i.e. the shareholders. Voting rights does not include selling shares – proxy, or preferred shares, voting rights for a foreigner to control a Thai company limited is not the spirit of the law, but still used, as it (to my knowledge) has not yet been challenged in a Court – and that the 49% shares get a new owner, including transfer of eventual voting proxies, doesn't mean that the 51% shares has changed owner, if the shareholders won't sell.

All company values, i.e. land and constructions, stays inside the company limited; the internal value of a company reflects the real tranding value of shares, excluding external goodwill. In OP's case, an ex. wife and her lawyer could challenge the 49% foreign owned shares. Would you buy property in Thailand owned by a Thai company limited, where 51% of the shares are held by someone that might not approve your ownership..?

The old company limited set-up used for holding property, when 7 shareholders were the minimum, were widely based on nominees and proxies, and with up to 6 shareholders just being names and ID-card copies provided by a lawyer, or account. An accountant can also type proxies; type meeting reports; and make registrations on behalf of owners (we company owners often use an accountant, as it can be faster, and sometimes cheaper, than a law firm). At that time there was no demand for the shareholders to show they had funds to invest in their shares. When the new rules were imposed some 10-years ago – with 3 shareholders as minimum, but they should now provide proof of funds for their shares, to avoid nominee shareholder companies being established for the purpose of holding land for foreigners – these old companies were given a limited time to change their nominee shareholders to real shareholders, or face forced closure. Nominee shareholders back then had actually signed everything away – blank, but signed agreements for both voting rights and fully settled transfers of shares – so the 49% owner, holding voting majority and transfer proxies, could sell a company.

The benefit of selling a company, instead of selling the property, is that there are no transfer fees and taxes at a Land Office, as it's a change of names of shareholders only in the company registration. Furthermore, part of the payment could for example be settled offshore (might not be legal, or in the intention of current law).

A 49% owner, like OP, might still have a proxy from one or more other shareholders – I asked OP about it – but if that proxy is a document signed between husband and wife, i.e. signed after marriage, the wife might be able to have it declared void.

????

22 hours ago, Delight said:

 I have been thinking about my earlier statements-and in particular Kitten Kong’s reference to the company being sold.

The following I think is a more accurate explanation of what is going on.

The process consists of 2 unusual events

Unusual Event 1

 

A relative stranger is depositing a large sum of money into the current MD’s bank account.

No Invoice

No receipt

No stated purpose

Some may  define this  as a gift.

Unusual Event 2

 

The  current MD is selling the company

Price   Zero Baht.

 He makes the process legal by transferring the only thing that he owns i.e. his share allocation and his 100% voting right. He does not require the other share owners to give him permission The new MD will be the buyer. His name now features

That is it.

Referring to the OP’s dilemma.

 

His wife is entitled to 48% of the sales price . Other shareholders are entitled to their 3%. The OP is entitled to his 49%.

This I think satisfies Kitten Kong’s objections

Both of these ‘unusual events’ are legal

An MD cannot sell a company limited, only the shareholders can sell their shares, and what if 51% of the shareholders don't want to sell their shares for 0 baht, but only for the real world value...?

4 hours ago, benalibina said:

Well ....maybe too because i have twindaughters, my opinion differs from yours. In general though its the daughters burden to support her elders. Ban og mentality is rife here as most have an insular mindset because being thaught at schools in the village will hardly broaden their perception of life.

 

Faulty conditioning and manipulation are not easy to spot.

I think you misunderstood my point – perhaps I'm not good enough in English language, but I agree with you – however I'm not sure Thais agree with our farang-way-of-thinking.

By the way, I have a daughter here, and that was what I wished for..????

On 10/14/2018 at 4:13 PM, RickG16 said:

Don't really want to pay more than 10-15, including an amp if needed.....

I need bigger than 'bookshelf speakers', so looks like I will be restricted to the Thai brands...

On 10/14/2018 at 3:56 PM, RickG16 said:

I'm looking to play electronic music (loud bass) on these...

With a past in pro-audio I often laugh a little for myself when I see the fantastic offers in BigC – sometimes I even snap a photo to share with my younger and still active concert-mixer friends – but in real life I heard a pair these kind of speakers in our local walking street, used by one of the 80-baht cocktail vendors, and I was quite impressed over the good sound of well known contemporary tech-dance music, he played...???? I noticed he used the little build-in graphic equalizer to the extreme, but he managed to get a funky bass and clear top. By the way, I'm not easy to impress with sound; occupational disadvantage...????

Having speakers on the floor – or concrete ground, as the cocktail vendor – increase the bass, as floor placement on an acoustically reflective surface increase the bass output; that's why you always see the bass cabinets, and/or sub-bass, are placed on the ground, whilst mid-range and HF boxes are "flying" (the trick is to get them incorrect phase).

I had a 30kW demo-rig, OMG, I could have saved damaging my bag from heavy speakers by buying a 4,590 baht compact Thai 26kW self-powered box-set instead...????

33 minutes ago, benalibina said:

Hmmm....i truly would say the other way around...girls can become of value...boys only cost money...

–in farang-way-of-thinking, but your are right – I'm also farang – however, here I think money has less value than tradition and face...????

I was told that it's an old saying in Isaan – perhaps Thai in general? – that when a boy is born in a family, it like Buddha has send a gift from heaven, whilst if it's a girl, it's like someone has placed a loo in front of the house.

As often I notice is the lack of attention to a traffic accident victim, the driver of the passenger car check first of all his own car for damage and scratches. The motor-biker in green is apparently the one to blame for accident, not paying attention, and not even helping. So sad...????

On 10/10/2018 at 8:25 AM, regularguy said:

Can anyone provide some guidance on how to move forward? Do we need to get a lawyer. I personally want to keep my distance from the situation but want to provide her guidance and financial assistance if we need to hire an attorney etc.

"Hire an attorney" would be the solution, if there's no friendly way to solve it.

I'm not an expert, but my observation from 15+ years Thailand experience is that father's onormally are very keen on keeping sons, whilst a daughter often is "let go". I have a number of friends, mothers fighting with ex. husband's family about sons staying, whilst never experienced similar over a daughter; i.e. from old-time Thai culture, boys have value (make face?), girls not.

If your girlfriend's marriage to her son's father was an unregistered village marriage, it might be a benefit, as otherwise they might have shared custody (someone please correct me, if I'm wrong). A friend ended up in court to get her son back from her ex; finally, after some years (think it was three), he agreed to sign the boy over, as she could provide for better (private) schooling, that her ex's family could, after she remarried a Westerner. That, school and education, might be an argument. However, it might be in disfavor if the boy has stayed with his father's parent for (almost) all five years.

If it was me, I would have a meeting with an attorney – first information meeting is often free of charge, make sure to have all relevant facts ready, as the father's family probably will fight back – or two attorneys, to get a second opinion.

????

23 minutes ago, RickG16 said:

I'm looking to play electronic music (loud bass) on these...

I was about to say my friend Tony's speakers – they got that funky bass, and I talk from experience – but that might be overdoing it; however something with a fairly large sub-bass, it's the low frequencies that demands the many watts, and an adjustable LF x-over, so you can adjust the right amount of thrill...????

18 hours ago, theghizmo said:

What are these?

7-Eleven loyalty stamps that you can collect in a small folder (ask for one), and with a certain amount of stamps, before the promotion ends, you can buy something with a discount, or change the stamp for something, your probably don't need.

Alternatively you can give the value of the stamps to charity. By the wall next to the entrance door – or somewhere in that area, otherwise ask – you find a poster for stamps. Place the stamps there. You might notice that some are crossed out, that mean they have already been converted to charity-money...????

On 10/10/2018 at 5:05 PM, Wayne Lee said:

Company setup questions:

1. What's the price range should I expect to pay to setup a company in Thailand?
2. What expenses should I expect from having a company? As far as I understand there are monthly taxes to pay, and a yearly accounting thing. Any other overhead needed?

1. From around 35,000 baht to 60,000 baht to set up a Thai company limited, including registration fees.
2. About a few thousand baht a month in accounting, depending of workload, and 15,000 to 20,000 baht in annual auditor fee. Expect little company tax to be paid, even you are not making a profit. In total expect yealy from around 40,000 baht and up.
   For a running company you'll have normal expenses for staff, social security, rent of business location, withholding tax etc.

Are you familiar with the requirements for shareholder capital needed for one foreign work permit, number of Thai workers, and if not from USA (see: US Treaty of Amity) the 49% foreign ownership limit..?

On 10/10/2018 at 5:05 PM, Wayne Lee said:

Visa question:

1. I currently have a one year visa, which requires 90 days report without leaving the country. If I were to setup a company and give myself a work permit, can I apply for such a visa? If yes, how much does it cost officially?
2. I am confused from my search, some say they need to leave every 90 days, some don't, just do the 90 days report. Are these actually two different kinds of visa?

1. You likely have an extension of stay for one year based on Work Permit. You can extend that with a new Work Permit, if the one you already have cannot be transferred. If your existing Work Permit terminates, before you have a new, you might need to leave the Kingdom within 7 days after termination, and apply for a new Non-Immigrant B visa for re-entry (check/search forums, look for answer from "ubonjoe"). 
   Application for extension of stay in the Kingdom costs 1,900 baht. If you for any reason travel outside, you'll need a re-entry permission, which cost you 1,000 baht for a single re-entry; if you're leaving often you can consider an annual multi re-entry permission for 3,800 baht. If you leave without a re-entry permission, you terminate your permission for extended stay.
2. The 90-day rule for yearly extension of stay is an address reporting every 90 days. It's little different from province-to-province, if you can do it by Internet, or has to do it in person at an Immigration Office; you don't need to leave the Kingdom, when having an annual extension of stay based on Work Permit (or other reason).

????

18 hours ago, Pine Sol said:

what are the current requirements to extend a normal 30 day visa on arrival?

 

i have googled, but some pages say for THB 1900 we can only extend for another 7 days, where on other pages it says 30 days, but what i did find was not current.

 

for all my years of visiting samui, never have i tried to extend a visa on the island.

 

married couple, canada & philippine passports. we will only (wish) to stay an additional 28'ish days in thailand

 

thank you.

You probably don't have a visa, but just an entry stamp allowing 30-days of stay in the Kingdom, so-called visa exemption. Seem like you can extend your stay for 30-days now for 1,900 baht – read first answer by ubonjoe, he is the visa-expert...

BigC also sell sound systems, I even think they got more systems than PowerBuy (or whatever the name is) in Central, which seem to concentrate on compact brand name speakers; and there are still some few systems in Tesco also.

If you are into more pro-stuff I would peek into this shop opposite BigC, they sell professionel sound equipment, and might also have speaker systems; or can direct you to a supplier...????

12 hours ago, inThailand said:

Wiser not to get married and avoid the hassle. Learn from the Thai men. 

Sure – I have a GF only, and we both agree in that it's much better that way – what's hers is hers, and what's mine is mine; period...????

On 10/13/2018 at 3:09 AM, mikebell said:

I now learn that because I used my wife as a 48% shareholder in the company, she is entitled to 48% of the deal as I have effectively gifted the shares to her.  I bought the house before we were married.

Seem like you used the "Co. Ltd."-model for land-&-house ownership, and your wife holds 48% of the shares.

If that 48% of the shares, or part of them, are ordinary shares – i.e. not "preferred shares" with benefits and restrictions – she is due 48% of any dividend paid by the company, or 48% of the market price for the company, if land-&-hose are sold as a company; provided there are no preferred shares of higher dividend, of higher value.

Now comes the question about what was yours before the marriage, and what has been obtained during marriage. You have probably never legally owned more than 49% of the company shares. If the 48% your wife hold has been obtained during the marriage, they are considered as "common property" acquired during the marriage, and shall therefore be divided 50/50, i.e. 24% to you, and 24% to your wife. However, if your wife got the 48% – or any other part – before the marriage, it's personal property, and shall not be divided. (Source: "Thai Law for Foreigners", page 62.)

You should probably consult a lawyer to get things cleared and divided correctly. When transferring shares to your wife, a lawyer might have made blank proxies for future share transfers, which your wife might have signed, and thereby given you a possibility to reverse the transfer; but you need a lawyer to state, if that's a possibility, even if you have blank and signed proxy.

????

7 hours ago, YogaVeg said:

Lol I found worse payouts-

Thanks. I miss a wow in the "like"-icons; could even sometimes need an OMG-icon...????

17 minutes ago, dick dasterdly said:

I find it hard to believe that the blood tests were "free" - seems more likely that they formed part of the cost of the operation.

Of course they were not free, that why ???? is there, nothing is free, but it justified part of the 8,000 baht operation fee when other paid 1,500 bath for a blood test...????

And I'm not complaining about the vet bill, just posts in response to OP, and that I agree in that vet bills are high. I happily pay 8,000 baht twice for a neighbor's dog, which refused to go home and has been sleeping here for numerous years. It had a bad infection from ingrowing hairs, which is not unusual for Ridgeback dogs – not sure if it's a "Thai" or a "Phu Quoc", it looks more like the last, but they might be extremely similar – and I'm happy to see how well the dog feels now...????

4 hours ago, Samui Bodoh said:

I can't speak to the cost of individual medicines/antibiotics, but overnight at my Vet's office for my cat was 200/night. Blood tests were about 1,500 for comprehensive ones.

I got free blood tests included in my operation fees...???? – but seems like dogs in general are more expensive than cats – perhaps I should consider a change from Odie to Garfield if my home country currency drops further against Thai baht...????

12 hours ago, YogaVeg said:

-is it legal for foreigners to play the lotto?

-will they actually pay a foreigner who wins? (Some countries won't)

-tax schemes I should know about after winning?

-Any risks or concerns to be aware of?

-any English language-friendly places to buy/check tix?

1) Yes.

2) Yes.

3) Yes, I they'll withhold a few percent in Lottery-tax.

4) Yes, it's one of the worst, if not the worst lottery in the World in payout ratio.

5) Yes, The Government Lottery Office.

????

Quote

For prizes of more than 20,000 baht, the winning ticket and its holder must be present in person at the government lottery office in Nonthaburi where a cheque will be issued. All winnings are subject to tax: 0.50% on the Thai Government Lottery and 1% on the Thai Charity Lottery.

Quote

The lottery in Thailand is hugely popular despite the low odds of winning and the unfavourable payout ratio. The payout ratio for the Thai lottery is 60%, as compared with world-wide averages of 74% for bingo, 81% for horse racing, 89% for slot machines, and 98% in blackjack (basic rules).