Normal for lawyer to put her friends as 51% owners of my company?

[ed strong]

When purchasing a house In Thailand and then registering that house through a company as the owner, is it normal for the lawyer to add her friends as the 51% owners?

 

I was originally told you need 3 independent Thai people as the 51% owners and myself as the remaining 49%.

 

After much silence from the lawyer after paying for the company formation, i was trying to find out who was added as the 51% owners but received nothing from my lawyer, i then stepped up and asked the property developer if they knew who was added as the 51% owner, they claimed to know nothing about it either.

 

After several months i found out that the 51% shareholders were actually all part of the same local family, i thought this was a bit strange but was told don't worry we can change it later, we had to do that to do it quickly! Yet there was no time frame and certainly was not in a rush to get this finalised at that time.

 

[chalawaan]

What!?

Run!!!

In all seriousness, get a farang Thai based lawyer across this. There's one who does YouTube posts may be useful, an American with Thai citizenship. 

More expense, but better than losing your shirt. 

Good luck.

[Peterw42]

OP, who did you imagine the Thai partners would be, in the absence of you putting forward a thai partner? it has to be a Thai person and it makes sense it would be someone the lawyer knows.

So long as you are the managing director and control the vote etc, the other 2 directors shouldn't be able to override you.

 

[chalawaan]

3 minutes ago, Peterw42 said:

OP, who did you imagine the Thai partners would be, in the absence of you putting forward a thai partner? it has to be a Thai person and it makes sense it would be someone the lawyer knows.

So long as you are the managing director and control the vote etc, the other 2 directors shouldn't be able to override you.

 

Too many Kalaland horror stories to be getting any Thai legal advice online other than see a second lawyer with some expat credibility ratings to tick the boxes IMO. 

[Peterw42]

36 minutes ago, chalawaan said:

What!?

Run!!!

In all seriousness, get a farang Thai based lawyer across this. There's one who does YouTube posts may be useful, an American with Thai citizenship. 

More expense, but better than losing your shirt. 

Good luck.

4 minutes ago, chalawaan said:

Too many Kalaland horror stories to be getting any Thai legal advice online other than see a second lawyer with some expat credibility ratings to tick the boxes IMO. 

The Thai lawyer has done nothing wrong or abnormal. A Company needs 51% Thai ownership, if the foreigner doesn't nominate Thai people the the lawyer will find the Thai people. Its what the lawyer is getting paid to do.

A farang lawyer would be doing the same, finding Thais to be the 51%.

 

 

[Dan O]

Only thing normal was to add the thai parties to the company to comply. You should have assigned who you wanted to add not the lawyer, unless you asked for that. I would change it asap to unrelated parties that don't know each other or know or related to the lawyer that you can trust. 

[Dan O]

17 minutes ago, Peterw42 said:

The Thai lawyer has done nothing wrong or abnormal. A Company needs 51% Thai ownership, if the foreigner doesn't nominate Thai people the the lawyer will find the Thai people. Its what the lawyer is getting paid to do.

A farang lawyer would be doing the same, finding Thais to be the 51%.

 

 

That's not really accurate. Yes the Thai nominations are required, and yes its typical to appoint relatives, if they can, but the direction of appointees should be made by the person setting up the company and ONLY selected by the lawyer on request and approval. 

[phetphet]

All in the same family does not sound too good.

[bob smith]

run to the hillllssss. run for your liiiiifeeee.

 

they will take you to the cleaners double quick mayte!

[chickenslegs]

1 hour ago, Peterw42 said:

The Thai lawyer has done nothing wrong or abnormal. A Company needs 51% Thai ownership, if the foreigner doesn't nominate Thai people the the lawyer will find the Thai people. Its what the lawyer is getting paid to do.

A farang lawyer would be doing the same, finding Thais to be the 51%.

 

 

Surely it's wrong and abnormal to withhold the identity of the shareholders from the owner - "for several months".

[soi3eddie]

Do you trust the Thai nominees who own 51% of your assets?

 

[yeahbutif]

The main shar holder runs the company....but saying that the two Thai can do a deal and they will have 51%. Then they can do what they want with it....so look out..

[OneMoreFarang]

2 hours ago, chalawaan said:

What!?

Run!!!

In all seriousness, get a farang Thai based lawyer across this. There's one who does YouTube posts may be useful, an American with Thai citizenship. 

More expense, but better than losing your shirt. 

Good luck.

Somehow it sounds like you think farangs are honest and Thais are the bad guys. Really?

I know about enough farangs who did their very best to get the money from other farangs with investments, advice, I know this guy, etc.

 

[pasathai]

not right, but normal for Thailand

[Etaoin Shrdlu]

It used to be fairly common for law firms to provide nominees for foreign investors in order to stay on the good side of ownership restrictions. Few will do so nowadays as technically it is not legal.

 

There are ways to protect yourself from the majority shareholders doing anything against your interests, although I'm not sure they are ironclad. A number of law firms here are managed by foreigners or have foreigners in their employ. Have one of them take a look at what your lawyer has done and see if you need to do anything else to protect your interests.

 

 

 

[Peterw42]

28 minutes ago, yeahbutif said:

The main shar holder runs the company....but saying that the two Thai can do a deal and they will have 51%. Then they can do what they want with it....so look out..

I think you will find ownership doesn't equal voting rights. the minority foreign shareholder is usually the "managing director" of the company and has the final vote in any company affairs.

Thais own 51% of every company in Thailand

[Liverpool Lou]

1 hour ago, Dan O said:

the direction of appointees should be made by the person setting up the company and ONLY selected by the lawyer on request and approval. 

What makes you think that isn't the case here?   Did the OP designate the Thai partners?

[Liverpool Lou]

34 minutes ago, pasathai said:

not right, but normal for Thailand

It's not right, either, to get property ownership this way if the incorporation is solely for the purpose of the property ownership, but  normal for foreigners.

[Liverpool Lou]

14 minutes ago, Peterw42 said:

Thais own 51% of every company in Thailand

Untrue.

[n00dle]

2 hours ago, Peterw42 said:

OP, who did you imagine the Thai partners would be, in the absence of you putting forward a thai partner? it has to be a Thai person and it makes sense it would be someone the lawyer knows.

So long as you are the managing director and control the vote etc, the other 2 directors shouldn't be able to override you.

 

That said, generally speaking it's several parties, hopefully unrelated to make it unlikely or difficult for them to band together to get a majority. 

 

Even then they are supposed to be holding non voting shares and cannot seize control. 

 

I'd ignore the alarmists, its likely they either don't have any real experience, or their property is in their woman's name.  Which really isn't that much safer..... 

 

Your lawyer seems either lazy or a bit of a bumpkin or a criminal genius. Let's wait and see. 

[TravelerEastWest]

12 minutes ago, Liverpool Lou said:

Untrue.

Yes, I thought Americans can often own 100% of a Thai company using the Amity rules.

 

Is that no longer the case?

[eisfeld]

37 minutes ago, Peterw42 said:

Thais own 51% of every company in Thailand

That is not correct. Some companies have 0% Thai ownership and some 100% or anything in between. Under normal circumstances the majority has to be owned by Thai citizens but there are a bunch of exceptions. Most common ones are via BOI regulations. Treaty of Amity was also mentioned (though those can't own land). But you wont see that for a fake company whose only purpose it is to circumvent land ownership restrictions. If push comes to shove then courts might decide the legal structure mentioned by the OP is illegal and worth nothing.

 

I hope the OP has at least majority voting rights and a proper set of bylaws. Somehow I fear that might not be the case.

 

 

[Dan O]

50 minutes ago, Liverpool Lou said:

What makes you think that isn't the case here?   Did the OP designate the Thai partners?

Read the OP. He says he was trying to find out who was added. That indicates he didn't know. 

[Liverpool Lou]

36 minutes ago, Dan O said:

1 hour ago, Liverpool Lou said:

What makes you think that isn't the case here?   Did the OP designate the Thai partners?

Read the OP. He says he was trying to find out who was added. That indicates he didn't know. 

I did read the OP.  You read my comment and the post it was responding to.

[Liverpool Lou]

1 hour ago, TravelerEastWest said:

1 hour ago, Liverpool Lou said:

Untrue.

Yes, I thought Americans can often own 100% of a Thai company using the Amity rules.

 

Is that no longer the case?

What he posted about Thais owning 51% of every company in Thailand was false.

[Dan O]

28 minutes ago, Liverpool Lou said:

I did read the OP.  You read my comment and the post it was responding to.

You wrote the comment to me and questioned me whether the OP knew who was designated. Try to keep 

[rankric]

1k baht a year x 3, 4 people you know, who do not know each other.

[ed strong]

17 hours ago, soi3eddie said:

Do you trust the Thai nominees who own 51% of your assets?

 

Thanks for all the comments  seems its slightly tilting to not ideal.

 

I was always a bit concerned and the fact that I paid the monies for the company and then almost 2 months later I had recieved zero paperwork.

 

I then asked the agent of the property firm selling these houses if they knew anything about my companies formation and they replied nothing, I'm not there customer etc it has nothing to do with them.

 

Then eventually still no paperwork but the name of the family on the company was actually that of the agent that is selling the properties! So they went from not knowing anything to admitting it was them but not to worry as the lawyer trusts them and they are not bs people.

 

 

 

 

 

 

[nigelforbes]

The Thai nominees should not know each other or be related, then you are both legal and safe. Right now you are legal but that's all and you being MD doesn't mean anything..

[Photoguy21]

From what I understand the most a foreigner can own in a company is 49%. The majority shareholder has to be a Thai or Thai's.

If anyone has better information I would appreciate knowing what it is.