I am also buying a land and a house in Thailand.
So far everything seems great.
1) I got the company papers even before the property was acquired.
2) It was suggested by the lawyer to split house and land and for me to own the house and for the company to own land and land will cost around 30% in documents.
3) Although it will cost me extra but the lawyer suggested to lease the land from the company to me for 30 years.
But I have similar situation as OP: All 3 shareholders are relatives of the lawyer and she is actually one of them. And this worries me.
She says that after we sign the contract at land office I will become Managing Director and all shareholders will sign shares to me.
Here are my concerns:
1) I am not sure how it is in Thailand but probably a notary or a lawyer needs to sign on these papers for them to become legal? To confirm that a person is signing the shares of the company to another person in the right mind and not being forced to, right? So, if she will be a lawyer who signs them - can she sign documents where she is involved personally?
2) Can they legally write shares to my name? Because after that I will own 100% and that paper will be found illegal in any court. Or if I get the shares and transfer them to another person right away - but in that case there will be a date there, on this document and that kinda breaks the whole logic of not owning the company by foreigners.
3) My lawyers says that because I am the Managing director I can do anything and nobody can stop me. But what if shareholders decide to change the managing director - after all - I will be set as MD only after the documents gets registered at land office so it will be possible to set another MD at any time.
4) Oh, and what happens in case I die? The managing director title will not be transferred to my relatives so I will lose the ability to vote on the company's actions and I lose the property?
5)What happens in case any of the shareholders die? The document of transferring shares to me (that will have no date) will probably not be legal at all.
6) She said nothing about voting rights - only about transferring all the shares to me.
7) If as a precaution I just change one shareholder to a person that I trust - that will give me more than 50% control of the company and all my previous concerns are gone?
8 ) If like in 10 years a court decides that this company is not legal - will the lease agreement to land and sell agreement to house can also become illegal and I can lose the property?
Thx in advance to anyone who can help clear these questions to me and for anyone who read this long message!