Inheritance of a Condo in acompany names

[Delight]

My friend has a condo in a company name.

He wishes to remove his name and replace  with the names of  his 2 children.

 

Is this possible i.e joint Managng Directors?

Edited September 1, 2021 by Delight

[Swiss1960]

His sons need to be of age, otherwise they can not carry out legal duties as directors (i.e. sign contracts etc). Yes, you can set up a directors structure where you give the directors the permission of "signature of two", meaning none of the directors can do anything alone.

[blackcab]

You are confusing share ownership and company directorship.

 

The first thing to do is to hold a shareholders meeting and propose a motion to amend the list of shareholders. If this is voted in favour then the minutes of the meeting need to record this and be signed by the correct number of directors. You will need the cooperation of other shareholders to do this if your friend controls less than 50 per cent of the shares.

 

In terms of actual ownership, he needs to attend the Department of Business Development with his children and transfer the company shares to their name.

 

There will be a nominal fee for this.

 

If the meeting is held first then the change of directors can be dealt with at the DBD at the same time as the transfer of shares. If you do it the other way round your will need to attend the DBD two times.

 

Shareholders can be any age, directors must be 20 or over.

[blackcab]

I just noticed the word "inheritance" in the title of the OP.

 

My strong advice would be to arrange this before he passes. If this has to be resolved through probate the legal costs will be quite substantial.

[Swiss1960]

1 hour ago, blackcab said:

You are confusing share ownership and company directorship.

 

The first thing to do is to hold a shareholders meeting and propose a motion to amend the list of shareholders. If this is voted in favour then the minutes of the meeting need to record this and be signed by the correct number of directors. You will need the cooperation of other shareholders to do this if your friend controls less than 50 per cent of the shares.

 

In terms of actual ownership, he needs to attend the Department of Business Development with his children and transfer the company shares to their name.

 

There will be a nominal fee for this.

 

If the meeting is held first then the change of directors can be dealt with at the DBD at the same time as the transfer of shares. If you do it the other way round your will need to attend the DBD two times.

 

Shareholders can be any age, directors must be 20 or over.

Selling (transferring) his shares to his sons does NOT need a shareholder meeting, never has and never will, this is a normal business transaction. Needs a simple contract with signatures of old and new shareholders, which DBD will then put into their records.

Changing directors needs a piece of paper, signed and stamped by a duly authorized director, which DBD will then put in their records. I am not even sure that this act needs a shareholder meeting, more likely in a big company, it would need the approval of the Board of Directors. 

 

I have done both, no such thing as a shareholder meeting or meeting notes necessary. Specially, it is not the shareholders that have a say for selling shares or appointing directors. Shareholders are only asked, if you want to issue more shares, and annually when they sign-off company finance reports and elect Board of Directors members, but not normal company directors.

[Delight]

3 hours ago, Swiss1960 said:

His sons need to be of age, otherwise they can not carry out legal duties as directors (i.e. sign contracts etc). Yes, you can set up a directors structure where you give the directors the permission of "signature of two", meaning none of the directors can do anything alone.

 Thanks for your sensible response.

Q Can you advise  this legal age?

[Delight]

3 minutes ago, Delight said:

 Thanks for your sensible response.

Q Can you advise  this legal age?

 Just Googled it.

20 years old to qualify as a company director.

[Swiss1960]

28 minutes ago, Delight said:

 Just Googled it.

20 years old to qualify as a company director.

Correct, sui juris is 20 years

[khunPer]

On 9/1/2021 at 9:28 AM, Delight said:

My friend has a condo in a company name.

He wishes to remove his name and replace  with the names of  his 2 children.

As shareholders in the company it's no problem to be owner of shares, but they cannot be registered as directors before they are 20 years of age.

 

You need to check with the company's accountant or lawyer about eventual documentation of funds for the minor shareholders, i.e. if a gift will be free of tax, like inheritance is.

 

The owner-status of the condo is unchanged, it's still owned by the company.

[Yellowtail]

Are the children Thai? If so, it might be better to just sell/transfer the property to them.

[Delight]

 Both are dual nationality

 

The problem with putting in Thai names -the property becomes Thai owned.

Almost impossible to sell.

Better to leave  it in a company.

His wife is Thai. Maybe she could control the company till the offspring become of age.

I will suggest that to my friend. Currently he is stuck in the UK-C19