Bobcat

I agree with you Sumitr Man - a Thai shareholder in such a scenario may wish to ask for an indemnity - but as long as his/her/its shares are fully paid then there is no risk of liability. Under Thai law, a shareholder is only liable up to an amount equal to his/her/its unpaid capital. As long as the capital is fully paid, no problem. However, as a matter of prudence, an indemnity is a good idea - although only of any worth if the person giving the indemnity is actually worth something.

Sumitr Man - In a properly documented transaction, a Thai person/entity who holds the majority of shares in a Thai company that owns land, even where the subscription monies have been loaned to that Thai person by the foreign partner and where a preference share structure has been used to give effective control of the company owning the land to the foreign party, would not be seen to be acting as an agent of the foreigner as such term is used in Section 797 of the CCC. In a properly documented structure the Thai shareholder would have no authority, either express or implied, to act for the the foreign shareholder. I have confirmation that this position is correct by several reputable law firms as well as high-ranking officials in the Land Department.

SECTION 113 OF THE LAND CODE

Any person who acquires land as an agent of an allien or juristic person under the provisions of Sections 97 or 98 shall be punished with a fine not exceed Bt. 20,000 or an imprisonment not exceeding 2 years, or both.

However, the above specifically applies to the use of nominees as shareholders in a limited company in order to make that company "Thai" for the purposes of buying land [s.97 & 98]. Whilst there is a school of thought that it also applies to individual nominees, it is questionable.

There has not to my knowledge ever been any court decision in Thailand stating that sections 97/98 of the Land Code apply to the use of nominees as shareholders.

Sumitr Man - what is your source of information relating to the application of Section 97 and 98 of the Land Code to the nominee structure regularly used in Thailand?

Regards,

Bob

The court would look at what is "personal property" and what is "communal property". If you acquire the shares before marriage, there is zero chance of your future wife getting them awarded in a divorce. And even if you obtain them after you were married, the Court would still look at the shares as being "personal" to you - and would be extremely unlikely to give them to your wife.

The present Owner could mortgage the property to you as the Lender, the mortgage could be registered at the Land Department meaning the Owner could not transfer/sell the property without ypur permission

Under Thai law, only a registered financial institution will be permitted to be registered by the Land Department on the title deed as a mortgagee - UNLESS you are able to obtain permission from the Ministry of Finance. If you simply turn up at the Land Department without a letter of permission from the MOF then you'll be sorely disappointed. I would very much doubt that the MOF would grant permission to a foreign individual to be registered as a mortgagee becuase you could never enforce your mortgage in the event of a default.

Indo-Siam, have you ever encountered a foreign individual obtaining permission from the MOF in this manner?

Cheers,

Bob

So, do you go along with all your buddies and mispronounce every Thai place name, or do you correct them, with the risk of being perceived as a 'know-it-all'?

People generally do not like being corrected. What I do is simply pronounce it correctly without feeling the need to correct anyone else's pronunciation. If they ask you (or make fun on you - are here really people who do that sort of thing?), you can tell them that this is how your Thai teacher taught you to pronounce the word.

Bob

I agree with Steve's analysis. For your information, the liability of directors is governed by Sections 1168, 1169 and 1170 of the Civil and Commercial Code of Thailand. Ask your Thai accountatnt to photocopy these provisions and email them to you.

The office in Srinakarin Road, near Seri Centre.

Any company which owns land and has more than 39% foreign ownership must or will be investigated by land department, so avoid more than 39%. The structure therefore is the one explained

This is no longer correct. There used to be a Land Department regulation (issued on April 26, 2001) which stated that before land was able to be transferred into the name of any company in which foreigners owned 40% or more of the shares, such transfer had to be submitted to the Land Department in Bangkok for consideration or, if up country, to the Governor of the relevant province. This necessarily involved an investigation into the structure of the company prior to the date of the transfer. Hence, in order to avoid this investigation process, structures were developed whereby the foreigner owned less than 40% - that's whre the 39% comes from.

This regulation was repealed in 2003 by the Ministry of Interior (Ministry of Interior letter No. MorTor 0515/ Wor 2657, dated August 5, 2003) and the Land Department now regularly register the transfer of land to Thai companies whose shares are based on the 49/51 structure. I have been involved in several such property transactions and speak from first hand personal experience.

As a matter of prudence, however, and given that perhaps not each office of the Land Department may even be aware that the regulation has been repealed by the MOI, I would still recommend the 39/61 structure to be totally safe.

Also, just out of interest, the regulation only applied at the time of the transfer. Therefore. it was possible to have 39/61 at the time of transfer and adjust the shareholding to 49/51 after the transfer of the land had been completed.

Has anyone ever heard of or know where I can obtain a copy of the กฎมณเฑียรบาล - the law relating to the monarchy?

Thanks,

Bob

PS The spelling in the title of this post is wrong. The correct spelling is กฎมณเฑียรบาล

Lopburi is correct. A child born in Thailand of non-Thai parents will not acquire Thai citizenship by birth unless one of its parents has obtained Thai citizenship or Thai permanent residence prior to the date of birth of the child.

In the case of joint ownership, will this be considered as one of the 51% Thai owned, or of the 49% farang owned? Question remains as is.

I have been informed by the Land Department that a jointly owned condominium will be considered as foreign owned for the purposes of calculating the Thai/foreign ratio of condominiums in any particula building.

Joint ownership (thai/foreign) is possible in Thailand for condominiums. If you are a foreigner without permanent residence, however, you will probably need to show the land department that the entire amount came from abroad before they will allow you to put your name on the title deed as the joint owner. I do not believe that a "no interest" letter will be required with respect to a condominium becuase foreigners are permitted to own condominiums under the law.

. Start a company, and file your reports, shareholder meetings, profit and tax every year, or have the risk you will be seen as someone who is circumventing the landownership law and LOOSE EVERYTHING. (Actually the thai judges are friendly on this one. Probably you get a year to sell everything)

If properly structured a 39/61 foreign/Thai company (or 49/51 if you are less conservative in your interpretations of the Land Depatment's decision to appeal its 40% rule) can quite happily own land without any concern about being accused of circumventing the law. This structure has been used for years and to my knowledge no properly established structure of this sort has been challenged or deemed to be illegal.

Do remember, a Thai company owning land needs to have at least half of its shareholders as Thai persons or entities.

Bob

A couple of thoughts and observations on the things I have read so far:

1. The company will be the legal owner of the land - not the individual shareholders. As such, the individual shareholders have no right to transfer their "piece" of the land. They simply do not own it. However, see last paragraph for possible solution.

2. The authority of directors can be limited by the Articles of Association. Therefore, it is not correct to say that the directors can do anything they want. However, unless specific safeguards are put into place, directors do pretty much have free reign.

3. The most the individual shareholders could have is a right to use the land pursuant to a lease agreement with the company. That right could be made transferrable. so that any transferee is also subject to the provisions of the lease agreement.

4. You cannot sell individual pieces or parcels of land within a single chanote. You would need to divide the land into individual chanotes in order to sell such pieces.

I think the bottom line is that you are incorrect in your assumption that by owning shares in a company that owns a piece of land, the shareholders of that company somehow acquire a right of ownership to their "portion" of that land. This assumption is simply incorrect. The company owns the land and, therefore, has the power to sell it. Such power is usually able to be exercised by the authorised directors. If you split the land into different chanotes it may be possible to appoint the persons who "own" that chanote to have authority to sign any transfer documents relating to that chanote only, but this would get quite complicated and the land department may take issue with it.

My two cents.

Bob

What don't you have someone from the local immigration department speak to the police and tell them what they need to do? It is possible that they may not have encountered an alien such as yourself before, and may need some assistance.

Did he have a written contract of employment with the Company? What does it say about the Company's rights to terminate?

Why don't you contact Bangkok Home Real Estate Company Limited? They have a big selection. Check out their website at http://www.bangkok-home.com

Cheers,

Bob

Sweedish is correct - the correct classifier for elephant is actually เชือก. As with many classifiers, however, one can always use the generic animal classifier ตัว if the correct classifier doesn't come to mind.

Cheers,

Bob

Samran - thanks for this. Do you mean that he has successfully lodged an application for PR or that he has been granted PR? If he was granted PR, when did he apply?

Thanks,

Bob

I recently rented an apartment in the Sukhumvit area and used a real estate agency called Bangkok Home. The staff were very friendly and knew their stuff. Their website, which has lots of great information and pictures of apartments and houses, is at http://www.bangkok-home.com

Cheers,

Bob

I agree with the Good Doctor. I hope you have a wonderful Christmas and New Year!

I have been learning Thai for 5 years and am quite fluent. I was chatting to some Thai colleagues in the office today and one of the guys poked fun at me when I said the word มาก. He said that my tone was way too long and that I sounded very feminine. It's not as if I extended the มาก for 5 seconds or anything!! I have never considered my spoken Thai to be feminine, but it got me thinking. My teacher is a female. Have I picked up female speaking habits without knowing it? Do I come across to most Thai men as feminine. I am afraid to open my mouth in front of any of my Thai male colleagues for fear of being ridiculed even further!!!

Any thoughts? - other than the fact that I am being a big sissy

Bob

I agree with Meadish that you should have something clearly written in Thai which explains both the nature of the allergy and the consequences of not following the instructions. The text provided by Meadish should certainly do the trick.

There appear to be two small spelling errors, however, as follows:

สามารท์ - the correct spelling is สามารถ

ไม่ฉะนั้น - the correct spelling is มิฉะนั้น

Cheers,

Bob