Setting up a Company name

[roskruge]

Wanting to buy a a house and a piece of land in Buriram Province.

Already have plot in mind 3 plus Rai, rural not city setting

I already have a Thai business man who will set up the company.

Just need any advice and tips from, foreigners who have taken this path before.

I wont give to many details as I don't want to alert the seller.

 

Thanks in advance.

[Peterw42]

People usually use a lawyer to setup the company, not a Thai business man, whatever that means. 

You need to decide who will be the other 2 owners of the company, the other 51%.

[thainet]

24 minutes ago, Peterw42 said:

People usually use a lawyer to setup the company, not a Thai business man, whatever that means. 

You need to decide who will be the other 2 owners of the company, the other 51%.

Agree with this 100%. Setting up a Company (especially with a foreigner involved) is not an easy process, and not something a thai business man would be able to do, therefore a lawyer is really the only entity that can do this for you correctly. Also you must research this before going ahead, as to preferential/non preferential shares, other shareholders/director, voting rights, tax implications, Accountant etc.

Also most importantly who will be the person that actually has the authority to transfer the land at the land Office (as a foreigner you cannot), so the company and its assets, will be wholly owned by them, for the duration of the land transfer....There are many pitfalls with having a Thai Company, so beware. It is also a time consuming process.

 

 

[Jen65]

I've done it and I'm the sole director !  Not saying more on here but you can contact me for for more info .

[roskruge]

thainet What about buying an existing company

[thainet]

10 minutes ago, roskruge said:

thainet What about buying an existing company

Yes possible to do, but lawyer still required as there must be due diligence done on the company. It may have taxes owed, unpaid loans, asset liabilities etc.

Also still a time consuming process as old directors/shareholders must be taken off, and you and your shareholders added to the company.

Plus the last paragragh of my earlier post would still apply.

 

It is easier if the land/asset you are buying is already owned by the company, then it is just a matter of changing director/shareholders, but still must do due diligence as described above.

 

It seems you are new these proceedings, so be careful on whatever course you take.

 

 

 

 

 

[roskruge]

Present title is held by a company yes, and they have not intention of selling there company with the land.

they just want to part with the asset.

I think I have another week before a Thai person steps in and shows intention to buy.

[thainet]

4 minutes ago, roskruge said:

Present title is held by a company yes, and they have not intention of selling there company with the land.

they just want to part with the asset.

I think I have another week before a Thai person steps in and shows intention to buy.

A week is not enough time to open a new company..it can take up to 6 weeks.

Plus you must take into account all the possible pitfalls I have mentioned previously. 

If you really want the land, and you only have a week to make an offer, then your only recourse is to buy in a thai persons name. But of course then you have a huge trust issue, so personally, even though it might hurt, it would be prudent to walk away for this (IMO).

 

 

[roskruge]

At the moment I am considering  letting my Thai friend putting down the deposit (my money) in his company name. we only need to put small holding deposit, but it must be in company name, deposit is less than 20,000 Baht. Have been renting in BKK & Pattaya area for 20 years, but now I want a bit of land of my own to plant fruit trees and veggies. It took about 6 months to find this, so don't want to loose it. have known my business friend for 20 years (2002) when I made the final move to Thailand. We could have 3 months (my guess) for final payment. Could buy to-day without the hurdles.

[roskruge]

I did engage 2 separate Thai Lawyers in different areas of Pattaya and Jomtien. Lawyer was to set up company for me, My Thai friend was to be a signatory, but then in both cases they discussed plans with my Thai friend that they had not mention or had not made with me. I regarded it as unethical behaviour.

[Jack Cook]

Go to Siam Legal. They will ensure that what may possibly happen in the negative won’t happen. They’ve looked after me really well ????

[xtrnuno41]

Why not buy the land, put it in your friend's company name and "lease" the land from him? A contract can be made for 30 years and after that it can be renewed for another 30 years and again, so totally 90 years, you could call it your own then.

Or otherwise have a usufruct, which can be set for life.

Of course, what is a friend? You really can trust him?

He could say after 30 years contract, no renewal. So usufruct would do better as it can be set for life. 

A setup of Thai company has many rules and costs. Once many did and because of that Thai government put stricter rules on it. You even have to show your company is not idle but working. At least thats what i red many years go, to prevent the law maze for foreigners to own land by Thai company.

Laws are there always to be  broken somehow. I would contact Jen65 then and ask how she did it. Never the less enforcing the law can bring more changes.

It is about when Thai officers (Thai government) can/will start a check again.

Maybe that would be every year then, when you have to prove your company is working, if im right about this, dont know if they enforce this in real. 

Maybe they do with new companies and just leave the old ones out, for now.

Of course hypocrite, but it can always change.

[scorecard]

7 hours ago, Peterw42 said:

People usually use a lawyer to setup the company, not a Thai business man, whatever that means. 

You need to decide who will be the other 2 owners of the company, the other 51%.

And ensure that the artcles of association of the company state clearly who can/can't make decisions for the company and who can/can't sign any document on behalf of the company.

 

When mine was set up it also stated, 'the compny has one director only who is Mr. xxxx xxxx, and the registered director is the only person who can sign any document on behalf of the company regardless of other shareholdings in the company, and the registered director is the only person who can change any of these matters/authorities.  

[IkonX]

10 hours ago, Jen65 said:

I've done it and I'm the sole director !  Not saying more on here but you can contact me for for more info .

I will contact you. Brand new to this forum but I have spent years living in Thailand.  Thanks. 

[roskruge]

Successfully have formed Limited Company - Actual forming company at the Companies Offices only took 1 day, but the lead up paperwork and making shareholders took 4 1/2 weeks.

I learnt someone who has a Goverment Welfare card cannot be shareholder, so had to find new shareholder. Hardest part was 'Company Name' every one I came up with one, it was rejected - till finally success (by accident).

Will say later (when more time) why I rejected forms of usufruct or 30 year lease.