SpaceExplorer

Just now, SpaceExplorer said:

From my understanding if you register the deal at land office before you became shareholder and a director - there will be no red flags at all. But if you do it while being the shareholder and director - then you've got major problems.

And if you want to buy more land to this company your lawyer need to take you out of the company as shareholder and director and put back again once the deal is done. Which is very risky and scary but will not trigger any problems from the government. 

On 10/6/2022 at 4:56 AM, SunnyinBangrak said:

last time I bought land using a Thai company as ownership vehicle my lawyer said I should own 38% and the Thai partners (his office lady and cleaner and others known to him) the rest. He said if farang owns more than 38% of the Thai ltd company owning the land it will trigger an automatic investigation of the company by the land office, and due to the fact his cleaner and friends could not prove they legitimately paid their share that it would all be a problem.

 Recently I got fed up with the company route of ownership and transferred land titles to my wife and closed the company, and bought a freehold condo in my name just in case. 

From my understanding if you register the deal at land office before you became shareholder and a director - there will be no red flags at all. But if you do it while being the shareholder and director - then you've got major problems.

On 10/4/2022 at 3:10 PM, eisfeld said:

Sounds like the typical half-arsed approach. Very common. Works only as long as no one wants to create issues. Good luck fighting in court and argueing that the shares had already been transferred (but not registered with the gov) after the property was sold.

Thank you!

Can you please confirm or deny the following statement:

In Thailand if shareholders >50% vote to change managing director they cannot do it without the director's signature.

They however can do it in court but only that.

So, if I give 5-10% of the company to the person that I know then there will not be more then 51% anyway and no reason to go to court anyway and that moves the odds to my favour dramatically. Because <50% votes to change managing director will not hold up in court even if corruption will be involved (I think)

And combining with a 30year lease that will make my odds much better because they cannot break that lease once it is registered at land office.

P.S. The original idea was to split the land and a house originally and for me to own the house and for the company to own a land but this solution did not worked out with the seller so this cannot be the case now.

To my question why we cannot sell house from company to me she said that it will be illegal and land office will notice that and there will be problems. 

And to my questions to why the sell will be illegal and the rent not - she said that this is how it is in Thailand and the sell will be checked and lease to a shareholder is legal.

She explained to me why voting shares structure was not used - because at inspections there can be more questions if a foreigner holds control of the company by the company rules with voting shares.

She did everything as we agreed in time, provided all the documents. To all my questions she gives good answers and speak good English which is a plus too. And I paid here in advance so nothing like OP when after payment they stopped answering. But I just want to sleep safe at night.

18 hours ago, eisfeld said:

I'll try to answer a few things.

 

2) In most cases like yours you shouldn't be allowed to own 100% of the shares. If they'd allow it for a brief moment I'm not sure.

 

6) Voting rights are extremely important. In a usual company all shares have the same voting rights and so whoever holds the majority of shares holds also majority voting rights and therefor the ultimate control of the company. But it is possible to create different classes of shares with different amounts of voting rights. It is also possible to define special voting requirements not necessarily tied to shares in the company. Important: a foreigner can have minority ownership but majority voting rights.

Thank you for your reply! 

After a conversation with my lawyer I now understand that the shares will not be signed to me. I will have papers with blank names so I could put any  Thai people there and change shareholders to other Thai people. And with a blank date.

So if shareholders do something bad (change managing director and sell the property)- I can probably put other shareholders in these documents and put previous date. So all their decision will consider illegal in court.

BUT what stops the lawyer to prepare copies of these documents and change shareholders before I do? Nothing. She can put other people and sell the property at any time with new Thai people when she likes.

And she mentioned nothing about voting rights so I guess the company is created with normal voting rights.

13 hours ago, jvs said:

When you acquire a company all of the shares are giving to you and who ever has a share already signed it over in your name!

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!