nom. shareholders refuse to resign / return shares - what to do?  Company owns building -

Why should they return the shares, did they buy them or did you setup a company in an illegal way?.

Shareholders are owners of the company and as such cannot ‘resign’. As co-owners they need to be bought out at a mutually agreed price.

Ask them how much they want?

Nominee share holding is illegal in Thailand so the "nom" share holders are real owners and can do with shares as they wish. Anyone setting up a company using illegal means such as nominees is subject to criminal prosecution. Foreigners should investigate Thai law before entering these once common arrangements.

5 minutes ago, asiaexpat said:

Nominee share holding is illegal in Thailand so the "nom" share holders are real owners and can do with shares as they wish. Anyone setting up a company using illegal means such as nominees is subject to criminal prosecution. Foreigners should investigate Thai law before entering these once common arrangements.

Surely the nominee shareholders are not "real owners" (as they did not invest any money) and would also be liable to criminal prosecution - as would the lawyer/accountant/estate agent/developer that set it up.

 

 

Edited March 13, 20206 yr by chickenslegs
clarity

Remember that old movie "War Games"? 

 

"the only winning move is not to play."

Edited March 13, 20206 yr by gargamon

I think the trick is to have them sign such documents at the start of the company formation..Ask ur lawyer why he forgot that.

You and the law firm you used broke the law by setting up the Thai company with nominee share holders. Furthermore, the law firm you dealt with should have go through majority share holder to sign a blank share transfer agreement. Now there is nothing you can do. Deal with it as you have broken the law!!!

Precisely why I have always said I would never buy anything that didn’t have MY name as owner.

Standard practice, when using "nominees," is to have them sign both directors' resignation letters and "owner" share certs, in the very beginning. You hold onto them and can utilize them, as and when you choose to do so. Right, now, you're going to have to pay them off or lose the company (assuming, it's got more value, now). Who was your lawyer? Or, is s/he one of the "nominees," which is not uncommon, either. BTW, whatever was done is illegal, in Thailand. You, "nominees" and anyone structuring it can face fines and jail time. There's an old saying that, "you can't cheat an honest man."

Edited March 14, 20206 yr by skytrooper70
forgot something

It might be cheaper to transfer the property to another person or company (only requires director, not shareholder), then resign as director, all shareholders then jointly and severally liable for costs in closing the company. You'll have to pay transfer taxes this way.