49% Company Ownership

[AlexRich]

5 hours ago, Delight said:

 Who is she going to sell the share to?

Who is the OP going to sell to? If he sells she will get her share ... they are divorcing and he wants to sell up. 

[Rc2702]

Is it the end for bell? Will bell sell in the end? Will bell end up with anything?

 

Prayers for bell until the end.

 

 

Edited October 13, 2018 by Rc2702

[inThailand]

Thai companies holding property sold by falangs typically have pre signed share agreements done at company setup. If done properly and she doesn't contest, ie get a lawyer, you should be able to sell without paying her as a shareholder. 

 

[FritsSikkink]

4 hours ago, Delight said:

 That cannot be right.  In the regular way companies (with their asset) are transferred to a new owner. The Thai 51% do not get a payday as there is no sale -just a transfer of the Farang shares and the voting rights to the new company M.D.

The Farang with the 100% control of voting rights agrees to this.

No money changes hands. There is simply a transaction cost for the legal services.

 

 

The balance of the other  shares remain in their same names. They are Thai held shares and cannot be owned by a Farang.

The 48% wife's shares  (Thai)stay where they are i.e in the company -as does the main asset -the property

The actual payment i.e  for the property- is not part of this process.This is organised seperately.

 

The biggest problem is that the Farang cannot get his money out of Thailand.

No official bill of sale . No evidence of where the money came from.

Thai banks will simply refuse to transfer.

Hence my suggestion to the OP that the monies are transferred to an account in his homeland. No Thai can touch that.

 

She could start a court case against the farang for setting up a sham company and he could lose a lot more than 48%. 

[inThailand]

4 hours ago, Delight said:

 That cannot be right.  In the regular way companies (with their asset) are transferred to a new owner. The Thai 51% do not get a payday as there is no sale -just a transfer of the Farang shares and the voting rights to the new company M.D.

The Farang with the 100% control of voting rights agrees to this.

No money changes hands. There is simply a transaction cost for the legal services.

 

 

The balance of the other  shares remain in their same names. They are Thai held shares and cannot be owned by a Farang.

The 48% wife's shares  (Thai)stay where they are i.e in the company -as does the main asset -the property

The actual payment i.e  for the property- is not part of this process.This is organised seperately.

 

The biggest problem is that the Farang cannot get his money out of Thailand.

No official bill of sale . No evidence of where the money came from.

Thai banks will simply refuse to transfer.

Hence my suggestion to the OP that the monies are transferred to an account in his homeland. No Thai can touch that.

 

Why would anyone buy a Thai company when they do not know the shareholders? You want to pick your own shareholders to avoid any problems running it or selling it.

 

Getting money out of the country is not an issue. Many options. Or just simply take payment for the company to a non Thai bank. Easy peasy and perfectly legal. 

[mikebell]

Thanks to all for your replies. 

 

Further information; my wife is on good terms with the Audit company who do my returns annually.  When I get my report I sign over 45 papers all in Thai so I don't know about the voting rights issue.  My own lawyer says by allowing her 48% shares I have effectively gifted her them.  I am meeting her later today where I hope to appeal to her previous good nature and sign a paper guaranteeing her 25%.

I am living in rented accommodation; she is in the house. There is a prospective buyer who does not know the background to my company squabbles.  If a speedy conclusion is not found I will have to take the house off the market and neither of us will benefit.

[rodney earl]

You Lose!!!

[KittenKong]

7 hours ago, Delight said:

 That cannot be right.  In the regular way companies (with their asset) are transferred to a new owner. The Thai 51% do not get a payday as there is no sale -just a transfer of the Farang shares and the voting rights to the new company M.D.

The Farang with the 100% control of voting rights agrees to this.

No money changes hands. There is simply a transaction cost for the legal services.

 

 

The balance of the other  shares remain in their same names. They are Thai held shares and cannot be owned by a Farang.

The 48% wife's shares  (Thai)stay where they are i.e in the company -as does the main asset -the property

The actual payment i.e  for the property- is not part of this process.This is organised seperately.

 

The biggest problem is that the Farang cannot get his money out of Thailand.

No official bill of sale . No evidence of where the money came from.

Thai banks will simply refuse to transfer.

Hence my suggestion to the OP that the monies are transferred to an account in his homeland. No Thai can touch that. 

 

Again, you make many assumptions. The entire company is not always sold. Many people would not want to buy an existing Thai company as it leaves you open to all sorts of problems. Many Thai people would simply not want ownership via a company at all.

 

Why would anyone want to have half their house and land owned by the estranged wife, or ex-wife, of the previous owner? You would have to be insane to do this. Nominees are bad enough.

 

You also assume that some procedure has been put in place at the outset to allow for the farang 49% owner to retain the value of the other 51%: fake loan agreements or pre-signed sales forms. Both skirt around legality and apparently neither was put in the place in this instance.

 

As for exporting the money, this is not a problem if you have the FET form for the money that was originally used to buy the house and land in the first place. The money does not have to be for any specific purpose like condo purchase: what is imported and documented can be exported.

 

As for buying a company in one country and paying in another, would you really consider being on either side of that transaction? I wouldnt. Far too much scope for fraud.

[baansgr]

50 minutes ago, mikebell said:

Thanks to all for your replies. 

 

Further information; my wife is on good terms with the Audit company who do my returns annually.  When I get my report I sign over 45 papers all in Thai so I don't know about the voting rights issue.  My own lawyer says by allowing her 48% shares I have effectively gifted her them.  I am meeting her later today where I hope to appeal to her previous good nature and sign a paper guaranteeing her 25%.

I am living in rented accommodation; she is in the house. There is a prospective buyer who does not know the background to my company squabbles.  If a speedy conclusion is not found I will have to take the house off the market and neither of us will benefit.

Companies can easily be checked at DBD. if the buyer prefers to have in Thai name or new company that's a normal transfer done at the land office. Bear in mind,  to close your existing company will attract fees.  People I know have had to pay between 40k and 130k

[FritsSikkink]

55 minutes ago, mikebell said:

Thanks to all for your replies. 

 

Further information; my wife is on good terms with the Audit company who do my returns annually.  When I get my report I sign over 45 papers all in Thai so I don't know about the voting rights issue.  My own lawyer says by allowing her 48% shares I have effectively gifted her them.  I am meeting her later today where I hope to appeal to her previous good nature and sign a paper guaranteeing her 25%.

I am living in rented accommodation; she is in the house. There is a prospective buyer who does not know the background to my company squabbles.  If a speedy conclusion is not found I will have to take the house off the market and neither of us will benefit.

She will as she is living in it.

[FritsSikkink]

11 hours ago, Delight said:

 There are just 2 considerations in relation to my post

1) The OP has to have  100% voting rights  and

2) His wife cannot contact the other share owners. If she can do this -and crosses their palms with silver -then she will control 51%. In that circumstance she will control the company and thus the house.The OP loses potentially everything.

(Giving the wife 48% was a mistake by the OP)

Given these 2 details favour the OP then that is all that counts.

Many  companies -with houses- are bought and  sold on a  daily basis.

The buyers and the sellers do not see the nightmare that only you seem to see

You just explained a way to get 100% control and to screw other shareholders out of their money. This may sound strange to you but this is fraud. Not entirely wise to put this on this forum. Thai police now have a way to investigate all companies with are used to buy houses with foreign shareholder who have 100% of the votes, get the companies declared void and repossess the houses. Thanks for explaining, made a copy of the statements.

[jvs]

2 hours ago, mikebell said:

Thanks to all for your replies. 

 

Further information; my wife is on good terms with the Audit company who do my returns annually.  When I get my report I sign over 45 papers all in Thai so I don't know about the voting rights issue.  My own lawyer says by allowing her 48% shares I have effectively gifted her them.  I am meeting her later today where I hope to appeal to her previous good nature and sign a paper guaranteeing her 25%.

I am living in rented accommodation; she is in the house. There is a prospective buyer who does not know the background to my company squabbles.  If a speedy conclusion is not found I will have to take the house off the market and neither of us will benefit.

Is the house in your name?

 

[Delight]

2 hours ago, FritsSikkink said:

You just explained a way to get 100% control and to screw other shareholders out of their money. This may sound strange to you but this is fraud. Not entirely wise to put this on this forum. Thai police now have a way to investigate all companies with are used to buy houses with foreign shareholder who have 100% of the votes, get the companies declared void and repossess the houses. Thanks for explaining, made a copy of the statements.

 What nonsense!

Back in 2006 a motion went through parliament which stated that if a Farang controls 100% of the voting rights-then the company must be a  Farang company-not a Thai company. You will need to investigate this yourself if you require evidence.

The motion was defeated.

Why do you think that it was defeated-Money makes the world go around.

 

Also ,the process does not screw the Thais out of their money . They did not pay for their shares in the first place.

The whole scheme is a work around to allow foreigners to buy houses-dreamed up -no doubt-by lawyers.

 The government has had 12 years to stop the practice.

It is my guess that if the current prime minister -with his strong anti corruption policies-does not end the practice -then it all likelyhood it will continue

inperpetuity. There is just too much money being spent by foreigners to justify its closure.Plus if a property is sold then the monies cannot be repatriated.

There is no FET to set up a company deal.

I read that the police were investigating foreign ownership and control. They will have to investigate all such arrangements.That will take a lifetime. Todate I am not aware of any prosecution. The 1st such prosecution would be head line news.

[MikeN]

OP owns 49% of company, wife owns 48%. 

Company owns house, assuming it is fully paid for ?

 Option 1, company sells house, company gets the money NOT the wife or OP. Then the company is dissolved and all assets distributed according to shareholding, less any legal fees, capital gains tax, etc.

 Option 2, the OP sells his share of the company and pockets the proceeds, wife should be paying market rent to the company if she wants to continue living there in the company owned house. After all, who is going to be stupid enough to buy the OP’s share when there is a freeloading tenant not paying rent.

And IMHO even if she was paying rent you would be stupid to buy into this situation so the only feasible option is number one.

Edited October 14, 2018 by MikeN

[Delight]

4 hours ago, KittenKong said:

Again, you make many assumptions. The entire company is not always sold. Many people would not want to buy an existing Thai company as it leaves you open to all sorts of problems. Many Thai people would simply not want ownership via a company at all.

 

Why would anyone want to have half their house and land owned by the estranged wife, or ex-wife, of the previous owner? You would have to be insane to do this. Nominees are bad enough.

 

You also assume that some procedure has been put in place at the outset to allow for the farang 49% owner to retain the value of the other 51%: fake loan agreements or pre-signed sales forms. Both skirt around legality and apparently neither was put in the place in this instance.

 

As for exporting the money, this is not a problem if you have the FET form for the money that was originally used to buy the house and land in the first place. The money does not have to be for any specific purpose like condo purchase: what is imported and documented can be exported.

 

As for buying a company in one country and paying in another, would you really consider being on either side of that transaction? I wouldnt. Far too much scope for fraud.

 

 

Again, you make many assumptions. The entire company is not always sold. Many people would not want to buy an existing Thai company as it leaves you open to all sorts of problems. Many Thai people would simply not want ownership via a company at all.

I agree .However the entire company is never sold. The process just involves the transfer of names and voting rights.  If a Thai person wanted to buy the  house then the MD of the company would simply transfer the house out of the company  to the new owner . This being done at the land office. i.e company to new Thai owner. The MD then has the problem of  then closing down the company. The MD controls the whole process. The other shareholders are un affected and not involved. Typically the money transfer will take place at the land office. The same s happens when a foreign owned condo is sold

 

 

Why would anyone want to have half their house and land owned by the estranged wife, or ex-wife, of the previous owner? You would have to be insane to do this. Nominees are bad enough.

They wouldn’t and do not. The key to the whole process is voting rights. It seems to me that share allocations are irrelevant. If the Farang controls 100% of the voting  rights then the Thai share holders control zero voting rights. All that counts are voting rights

 

 

You also assume that some procedure has been put in place at the outset to allow for the farang 49% owner to retain the value of the other 51%: fake loan agreements or pre-signed sales forms. Both skirt around legality and apparently neither was put in the place in this instance.

I assume nothing. I repeat –it is all about voting  rights. It is nothing to do with value . It is all to do with control.

 

 

As for exporting the money, this is not a problem if you have the FET form for the money that was originally used to buy the house and land in the first place. The money does not have to be for any specific purpose like condo purchase: what is imported and documented can be exported.

 An FET is a single use document  issued for a specific purpose. i.e to satisfy the land office. What is required is a document to satisfy the bank manager.

Suspect that a FET is not it!

 

 

 

 

As for buying a company in one country and paying in another, would you really consider being on either side of that transaction? I wouldnt. Far too much scope for fraud.

It is just about transferring money from  one bank account to another. The location of the bank account is not important.

 

Clearly the stages will be

 

1)      Transfer the money 2) Transfer the shares and voting rights. It must happen this way all the time

 

Edited October 14, 2018 by Delight

[KittenKong]

1 hour ago, Delight said:

An FET is a single use document  issued for a specific purpose. i.e to satisfy the land office.

No, it isnt. An FET (or similar advice note for smaller sums) is a document issued by a bank whenever an incoming transfer is received. It makes no difference whatsoever what the purpose of the transfer is: they will issue the form regardless. I personally have several FETs that only say "personal expenses" as the reason for transfer. These are entirely sufficient to allow me to export the money again should I wish to.

 

If you have an FET then you can use it to prove the origin of funds used to purchase a farang-name condo, but this is a Land Office requirement only. The purpose of the transfer has nothing to do with the ability to re-export the money later.

 

As for your other comments about shares and voting rights, you entirely miss the point that your comments only apply if the company has been set up with that in view. In the OP's case, and others, this does not appear to have happened and so none of your comments would apply.

Personally I'm just happy that I never have been involved in any way shape or form with a Thai company and never will be under any circumstances. Nothing but downsides.

[khunPer]

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.

????

Edited October 14, 2018 by khunPer

[FritsSikkink]

2 hours ago, Delight said:

 What nonsense!

Back in 2006 a motion went through parliament which stated that if a Farang controls 100% of the voting rights-then the company must be a  Farang company-not a Thai company. You will need to investigate this yourself if you require evidence.

The motion was defeated.

Why do you think that it was defeated-Money makes the world go around.

 

Also ,the process does not screw the Thais out of their money . They did not pay for their shares in the first place. 

The whole scheme is a work around to allow foreigners to buy houses-dreamed up -no doubt-by lawyers.

 The government has had 12 years to stop the practice.

It is my guess that if the current prime minister -with his strong anti corruption policies-does not end the practice -then it all likelyhood it will continue

inperpetuity. There is just too much money being spent by foreigners to justify its closure.Plus if a property is sold then the monies cannot be repatriated.

There is no FET to set up a company deal.

I read that the police were investigating foreign ownership and control. They will have to investigate all such arrangements.That will take a lifetime. Todate I am not aware of any prosecution. The 1st such prosecution would be head line news.

"Also ,the process does not screw the Thais out of their money . They did not pay for their shares in the first place."

There you go, proxy shareholders, which is forbidden. 

[FritsSikkink]

1 hour ago, Delight said:

 

 

Again, you make many assumptions. The entire company is not always sold. Many people would not want to buy an existing Thai company as it leaves you open to all sorts of problems. Many Thai people would simply not want ownership via a company at all.

I agree .However the entire company is never sold. The process just involves the transfer of names and voting rights.  If a Thai person wanted to buy the  house then the MD of the company would simply transfer the house out of the company  to the new owner . This being done at the land office. i.e company to new Thai owner. The MD then has the problem of  then closing down the company. The MD controls the whole process. The other shareholders are un affected and not involved. Typically the money transfer will take place at the land office. The same s happens when a foreign owned condo is sold

 

 

Why would anyone want to have half their house and land owned by the estranged wife, or ex-wife, of the previous owner? You would have to be insane to do this. Nominees are bad enough.

They wouldn’t and do not. The key to the whole process is voting rights. It seems to me that share allocations are irrelevant. If the Farang controls 100% of the voting  rights then the Thai share holders control zero voting rights. All that counts are voting rights

 

 

You also assume that some procedure has been put in place at the outset to allow for the farang 49% owner to retain the value of the other 51%: fake loan agreements or pre-signed sales forms. Both skirt around legality and apparently neither was put in the place in this instance.

I assume nothing. I repeat –it is all about voting  rights. It is nothing to do with value . It is all to do with control.

 

 

As for exporting the money, this is not a problem if you have the FET form for the money that was originally used to buy the house and land in the first place. The money does not have to be for any specific purpose like condo purchase: what is imported and documented can be exported.

 An FET is a single use document  issued for a specific purpose. i.e to satisfy the land office. What is required is a document to satisfy the bank manager.

Suspect that a FET is not it!

 

 

 

 

As for buying a company in one country and paying in another, would you really consider being on either side of that transaction? I wouldnt. Far too much scope for fraud.

It is just about transferring money from  one bank account to another. The location of the bank account is not important.

 

Clearly the stages will be

 

1)      Transfer the money 2) Transfer the shares and voting rights. It must happen this way all the time

 

Thanks for giving even more info.

[Delight]

 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

[mikebell]

18 hours ago, khunPer said:

Now comes the question about what was yours before the marriage, and

What a good thought!  It makes sense that in dividing up any money that her 48% is common property and therefore half mine. 

In response to other comments above: I fear the audit company has conned me into signing papers that are not to my advantage.

18 hours ago, khunPer said:

When transferring shares to your wife, a lawyer might have made blank proxies

This didn't happen.

[KittenKong]

4 hours ago, mikebell said:

I fear the audit company has conned me into signing papers that are not to my advantage.

More than likely.

 

It's too late for you but others should always bear in mind that no one in Thailand is really on your side, no matter how nice and friendly they may appear to be on the surface.

[Delight]

7 hours ago, mikebell said:

 I fear the audit company has conned me into signing papers that are not to my advantage.

 

How so?

 Auditors are accountants -not lawyers.

As I stated in my earlier post -your wife will be entitled to 48% of Zero  Baht

No accountant can change that!

[khunPer]

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...?

[Delight]

58 minutes ago, khunPer said:

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...?

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

Edited October 15, 2018 by Delight

[khunPer]

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.

????

[Delight]

41 minutes ago, khunPer said:

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.

 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

 

Edited October 15, 2018 by Delight

[KittenKong]

7 hours 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.

Again you make the entirely erroneous assumption that this automatically happens: it does not. In fact it is the exception rather than the rule.

 

Besides which, even if the voting rights are separated from the regular shares, the assets still belong to the regular shareholders and not the owner of the voting shares.

 

And I still wonder what sort of moron would buy voting shares in a company that only exists to own a Thai house, and of which 51% of the base shares are owned by the estranged ex-wife of the owner of the voting shares, and with that wife living in the property to boot. It would be simpler and less stressful just to put the cash in a pile and burn it. The end result would surely be the same: no cash and no house.

[Delight]

5 hours ago, KittenKong said:

Again you make the entirely erroneous assumption that this automatically happens: it does not. In fact it is the exception rather than the rule.

 

Besides which, even if the voting rights are separated from the regular shares, the assets still belong to the regular shareholders and not the owner of the voting shares.

 

 

Every lawyer and every Farang that I have spoken with-usually in relation to condos-says that what happens.

It is the only way it can happens.

Without this constuct the 'company 'route would not exisit. Even you knows that it does.

You state that you would never go down that path . Neither would I.

[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..?

????