Falang Boyfriend Dies His Relatives Out To Get The Assets From Tgf

[richardb]

Dear All

I saw his on another forum which is perhaps less Knowledgeable than you guys. I did not think the answers he was getting were that great and somehow the TGF's problems struck a cord . Any advice for the chap I will be happy to forward it or direct him here.

I also thought it might be instructive to consider what happens if you make provision for your partner and the relatives try to do what it seems this lot are doing.

Richardb

Here is the Problem

Post 1

"Hi ,

Friend of mine TG in Hua Hin had her BF die in Thai, he had been living with her.

They had the Thai company set up with her at 51% and him 49%.

The house is in her name, but the land is in the company name.

The daughter of the deceased had the company name changed to her name.

The daughter took the cards to his bank accounts and cleaned them out.

Took the motor bike in his name and sold that also and run up phone bills and promised to pay but of course did not and the inevitable happened and the land line was cut off as the TG could not pay the bill as the bank accounts had been cleaned out.

Now the daughter is trying to force the TG to sell the house supposedly valued at supposedly 3 million baht.

First she tried the sell the house and the daughter will only take half, based on her track record would you trust this girl.

Now she is asking for 1 million for the land. The farang girl can afford a lawyer from the money from the bank accounts bike etc. She cleaned out a lot from the house also.

From my thnking, if the TG has 51% of the company surely she can just say no to the sale of the house.

Also if the daughter of the deceased wants to sell the land to the TG, i would presume that the TG would onlyu have to pay the current land value, which from what i am told is only 1 or 200,000 baht nowhere near 1 million baht that the farang wants.

The TG has been told that it will cost her at least 50K baht to be represented. Is this cost fare for what is charged in Thai.

I get the feeling that the farang knows that the TG can not afford good legal representation, as she took all of the cash etc and the farang's lawyers are playing the bluff and trying to get the TG to either sell the house or get a loan against the house for 1 mil baht.

Any suggestions on where the TG stands legally and is the 50K baht to act on her behalf reasonable?

Not that it matters but this girl is not an Ex BG. She is 46 and i do not think that she could afford a 1 mil mortgage over the house and does not want to sell it. Don't blame her i have seen it and it is nice.

Thanks,

Regards Sprock

Post 2

"hanks for the suggestions, some good things for me to ponder in there.

Recent update, the daughter had the company name put into her name through a lawyer in Bkk. I think the farang daughter and her lawyer worked a lot on bluff knowing that the TG could not afford a lawyer. The TG gave the bank cards to the daughter thinking that she would not take everything.

Recently TG was told her BF used to pay taxes under the company but the daughter has not bothered to pay any taxes and under Thai law with farang companies the company is null and void if taxes aren't payed thus she will have no claim over the land at all? Does this sound feasible?

The TG was good enough for the farang to live with and he apparently put the house in her name in the final days of his life. If he put the house in her name and his directions were to be cremated as a Buddhist in Thai as opposed to being sent home i would say he had made his decisions and stuff his previous family. The daughter is an adult and not a child so in my opinion she like most of us id on her own for money, but that is my opinion only.

Again in my opinion, i think that the daughter and the farang's brother who was there at the same time, hit her hard whilst she was in grief and cleaned her out. The TG not knowing any better and not wanting to put the family off side obliged. As she said to me she had just lost the man she lived with and loved and didn't really have any time for worrying about material things. She may regret that now.

The daughter and his brother had never lived there only showing up after he died.

I agree and have advised the TG not to let the daughter in the house again.

Will keep you informed as i plan on going there in about 7 weeks and will try to prearrange a legal appointment and get the good guff on where she/TG stands.

By the way there is nothing in it for me and i am not asking for any part of anything from the TG, and do not want anything from her materially.

Thanks and let you know if i find out any more.

Sprock."

Edited February 8, 2007 by richardb

[Heng]

Every person's circumstance may be different.... but as a general rule (and yes, this is a broad generalization where plenty of exceptions can be found), the family and the individual are often one and the same here... so it's like saying "how do I keep the water from the Pacific Ocean out of the Atlantic Ocean?" Locals often don't see a boundary and there often isn't one.

[thaigene2]

Well she needs a lawyer for sure.

But a couple of really quick questions come to mind.

1. Are you sure the company split was just 2 people? 51/49? Usually a LTD company registration needs 7 names (that's what all these news reports about 'nominees' go on about). I have another post trying to learn if there is such a thing as a 51/49 2-person partnership (thai-farang) but so far with little success. I think the answer will be no..

2. If a LTD company the Thai GF may be able to call an extra-ordinary meeting of shareholders and block the sale. This is something else that farangs are now terrified over - not just those who bought a house through LTD, but ALL farang companies doing biz here with Thai partners..it's a huge, huge vulnerability for all foreign investors. The dust has yet to settle...and it will probably be a lose-lose situation for all but a few well-placed powerful Thai families who will force extablished foreign companies here to take them on as new 'shareholders'.

[llso]

I am no expert in these matters but the poster was correct in that there needs to be 7 shareholders in a company. The rule was changed in that the majority of the 7 could be foreigners as long as it was still 51% Thai majority.

I am married to a Thai and have a daughter so don't get me wrong. Seems to me that the TGF is wanting the house for herself. The Farang still owned 49% of the co./house at the time of his death. It doesn't seem unreasonable that his rightful heirs would want that share and not just want to give it to the TGF. It seems that is what you are suggesting.

especially since she was only a girlfriend and not married to the deceased.

The logical solution would be to sell the property and let the TGF have her share.

LL

[Arkady]

If the Thai gf can get her act together, she is in a very strong position because she owns 51% of the company. You didn't mention who are the directors and who is the authorized signatory of the company. Probably the deceased was an authorized director and possibly the daughter's lawyer somehow registered her in his place when he transferred the deceased shares to her. If the tg doesn't know who the directors and authorized signatories, she can find out for minimal expense by going to the Ministry of Commerce's Commercial Registration Department in Bangkok and finding the company's records which she can make copies of. As the majority shareholder she is in a positiion to call a shareholders' meeting and elect a new board and appoint an authorized signatory. Thai law only requires one director and one authorized signatory and they can be appointed by a simple majority vote at a shareholders' meeting. Therefore, she can elect herself as sole authorized director and register herself as such at the Commerce Ministry. (If some one else has been appointed to the board or as authorized signatory without her approval, this is illegal.) As sole authorized director of the company, the gf is now the only person who can sell the company's land. The other shareholders cannot force her to do anything with the land or to appoint anyone to the board because they are in the minority. If she needs cash, she should sell the land. She is not obliged to pass on any the proceeds of the sale to the other shareholders, although they may in a better position if the company borrowed money from deceased with proper loan documents so that his heirs can claim the loan as their asset. However, it would depend on the terms of the loan and they would only be able to demand repayment, if the term of the loan has expired or if it was a call loan repayable any time on demand. Even then the daughter would have to sue the company to recover the loan. Assuming there was no loan the gf can decide not to pay out the cash to the shareholders as a special dividend. Instead she can argue that the company is going to retain the cash to look for other business opportunities and for use as operating working capital. Meanwhile, she can pay herself a salary as the company's managing director. She can also buy another (cheaper property) as a home/office and buy a car or motor bike as a company vehicle. She can even make an unsecured loan to herself as a director. There is absolutely no way that minority shareholders can force a company to pay out cash as a dividend. There are many famous cases like this involving large listed companies all over the world. Basically, the gf can run through the whole lot in salary and living expenses. As some one else has pointed out, this is one of the reasons why it is risky to use Thai nominees to buy land.

If she cannot raise any cash to pay lawyers' fees, she should consider getting lawyer to do it on a contingency fee basis i.e he gets a much higher fee but only on a success basis i.e. he only gets paid if he can get the house sold.

[llso]

As I said before I am not expert in these matters. Couldn't the Daughter prove that the monies to originally purchase the property came from her Father from outside Thailand?

Wouldn't this have some bearing on where the original investment came from? 3 Million Baht is a lot of money in any country.

LL

[Arkady]

As I said before I am not expert in these matters. Couldn't the Daughter prove that the monies to originally purchase the property came from her Father from outside Thailand?

Wouldn't this have some bearing on where the original investment came from? 3 Million Baht is a lot of money in any country.

LL

No information about the capital structure was provided but lawyers normally advise 2 million baht paid-up capital in case the foreign investor wants to apply for a work permit. That leaves potentially 1 million that was booked as a loan from the director. As already mentioned the daughter would be a better position, if she has the loan agreement, remittance advice and TT3 showing that the 1 million baht came in separately as a loan as stated on the remittance advice. There should also be a loan from the director showing in the company's audited accounts. However, she would still need to sue the company for repayment of the loan and could only do this, if the loan is in default. Without a loan agreement as evidence of this there is no hope of a court accepting the case. The 2 million or however much was booked as the company's paid up capital is the company's asset either in the form of property or cash (after it is sold assuming it sells for 3 million) and it is up to the controlling shareholders, i.e. the gf, to decide what to do with that. As the OP suggested the daughter's Thai lawyer is trying to take advantage of the gf's ignorance and lack of funds. With a little money and some gumption she can hit a home run and leave the daughter with only legal bills. Alternatively they can agree on a fair solution.