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


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22 hours ago, eisfeld said:

To the OP: please please double triple please make sure you have the majority voting rights in the company at least. And give yourself a 30 year lease on top. At least you are somewhat safer then.

Then there is the possibility of keeping the ownership any actual structures seperate and usufructs.  

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2 hours ago, scubascuba3 said:

Very shady story, which is why it's best to buy a condo in foreign quota

Never been a fan of condos but understand that ownership is more straightforward.

 

It certainly has got alot shadier as ive found out as time has gone on. Probably best not to write about it on a public forum.

 

Ive looked into going to court but it seems there is no such thing as a small claims type of court in Thailand.

 

Been told that is will cost a few thousand dollars just to get a judge to look at the case and then if they dont feel thats is necessary to move forward then it wont even get to court and you lose that money.

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2 hours ago, n00dle said:

Then there is the possibility of keeping the ownership any actual structures seperate and usufructs.  

I told them to close the company down (bearing in mind after paying for the formation of the co. and 2 months later i still had actually seen no paperwork, nothing) however they said I had to pay another 20k thb to shut it down. More money lol!

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28 minutes ago, ed strong said:

I told them to close the company down (bearing in mind after paying for the formation of the co. and 2 months later i still had actually seen no paperwork, nothing) however they said I had to pay another 20k thb to shut it down. More money lol!

Yes it costs 20 k to open and 20k to close a company.

Why are you panicking?

When you acquire a company all of the shares are giving to you and who ever has a share already signed it over in your name!

Sure there are stories about people losing the house(company)but i have never met a person who had this happen.

The government accepts the book keeping yearly and as  long as they do,why worry?

Yes you can chance the nominees at any time,but why would you?

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12 hours ago, scubascuba3 said:

Very shady story, which is why it's best to buy a condo in foreign quota

Exactly my feeling too after reading this sad story.

Life shouldn't be complicated AFTER we retire and want to ENJOY life...

I hope OP finds solution.

 

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13 hours ago, jvs said:

When you acquire a company all of the shares are giving to you and who ever has a share already signed it over in your name!

I am also buying a land and a house in Thailand.

 

So far everything seems great.

1) I got the company papers even before the property was acquired.

2) It was suggested by the lawyer to split house and land and for me to own the house and for the company to own land and land will cost around 30% in documents.

3) Although it will cost me extra but the lawyer suggested to lease the land from the company to me for 30 years.

 

But I have similar situation as OP: All 3 shareholders are relatives of the lawyer and she is actually one of them. And this worries me.

 

She says that after we sign the contract at land office I will become Managing Director and all shareholders will sign shares to me.

Here are my concerns:

1) I am not sure how it is in Thailand but probably a notary or a lawyer needs to sign on these papers for them to become legal? To confirm that a person is signing the shares of the company to another person in the right mind and not being forced to, right? So, if she will be a lawyer who signs them - can she sign documents where she is involved personally?

2) Can they legally write shares to my name? Because after that I will own 100% and that paper will be found illegal in any court. Or if I get the shares and transfer them to another person right away - but in that case there will be a date there, on this document and that kinda breaks the whole logic of not owning the company by foreigners. 

3) My lawyers says that because I am the Managing director I can do anything and nobody can stop me. But what if shareholders decide to change the managing director - after all - I will be set as MD only after the documents gets registered at land office so it will be possible to set another MD at any time.

4) Oh, and what happens in case I die? The managing director title will not be transferred to my relatives so I will lose the ability to vote on the company's actions and I lose the property? 

5)What happens in case any of the shareholders die? The document of transferring shares to me (that will have no date) will probably not be legal at all.

6) She said nothing about voting rights - only about transferring all the shares to me.

7) If as a precaution I just change one shareholder to a person that I trust - that will give me more than 50% control of the company and all my previous concerns are gone?

8 ) If like in 10 years a court decides that this company is not legal - will the lease agreement to land and sell agreement to house can also become illegal and I can lose the property? 

 

Thx in advance to anyone who can help clear these questions to me and for anyone who read this long message!

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3 hours ago, SpaceExplorer said:

I am also buying a land and a house in Thailand.

 

So far everything seems great.

1) I got the company papers even before the property was acquired.

2) It was suggested by the lawyer to split house and land and for me to own the house and for the company to own land and land will cost around 30% in documents.

3) Although it will cost me extra but the lawyer suggested to lease the land from the company to me for 30 years.

 

But I have similar situation as OP: All 3 shareholders are relatives of the lawyer and she is actually one of them. And this worries me.

 

She says that after we sign the contract at land office I will become Managing Director and all shareholders will sign shares to me.

Here are my concerns:

1) I am not sure how it is in Thailand but probably a notary or a lawyer needs to sign on these papers for them to become legal? To confirm that a person is signing the shares of the company to another person in the right mind and not being forced to, right? So, if she will be a lawyer who signs them - can she sign documents where she is involved personally?

2) Can they legally write shares to my name? Because after that I will own 100% and that paper will be found illegal in any court. Or if I get the shares and transfer them to another person right away - but in that case there will be a date there, on this document and that kinda breaks the whole logic of not owning the company by foreigners. 

3) My lawyers says that because I am the Managing director I can do anything and nobody can stop me. But what if shareholders decide to change the managing director - after all - I will be set as MD only after the documents gets registered at land office so it will be possible to set another MD at any time.

4) Oh, and what happens in case I die? The managing director title will not be transferred to my relatives so I will lose the ability to vote on the company's actions and I lose the property? 

5)What happens in case any of the shareholders die? The document of transferring shares to me (that will have no date) will probably not be legal at all.

6) She said nothing about voting rights - only about transferring all the shares to me.

7) If as a precaution I just change one shareholder to a person that I trust - that will give me more than 50% control of the company and all my previous concerns are gone?

8 ) If like in 10 years a court decides that this company is not legal - will the lease agreement to land and sell agreement to house can also become illegal and I can lose the property? 

 

Thx in advance to anyone who can help clear these questions to me and for anyone who read this long message!

One of the other things to think about, as if you haven't got enough on your plate already, is the fact that strictly speaking, bona fide shareholders should be able to show how much they have invested in this particular "company" in order to become a shareholder?

 

In the case of "shareholders" who don't have/own a share in this company then it becomes quite obvious on close inspection (if that is indeed ever done) that this is a sham company, set up in order to allow a farang to own a property.

 

Just to add that there were many many "workarounds" suggested by posters, some of which were quite convoluted, however as a few posters pointed out, no matter how one looks at this and tries to justify it, the end result is that it is illegal and the particular investor/owner could stand to lose everything.

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21 hours ago, jvs said:

Yes it costs 20 k to open and 20k to close a company.

Why are you panicking?

When you acquire a company all of the shares are giving to you and who ever has a share already signed it over in your name!

Sure there are stories about people losing the house(company)but i have never met a person who had this happen.

The government accepts the book keeping yearly and as  long as they do,why worry?

Yes you can chance the nominees at any time,but why would you?

When i was organising the formation of the company, the lawyer would be on hand every hour of the day, never too much trouble, once i paid the money i couldn't get hold of her at all.

 

This went on for weeks later still received nothing relating to the company and i finally bumped into her and her phone had not been working! It had she had just been ignoring me.

 

I asked the property developer who was selling the houses if she could help find the lawyer as it was her that had recommended her. She said it has nothing to do with her.

 

Then eventually the lawyer told me that the property developer and her family were the other shareholders, I then asked the developer why she failed to mention that she was the shareholder? No response other that you can trust us.

 

Within a day or two of this, i was then confronted by a local women who worked in a restaurant, who threatened to kill me if i did not leave Thailand. I sort of knew the women and was suprised that i had been apparently been talking <deleted> about her. The property developer had told this women some rubbish that i had been talking badly ( I hardly knew the women concerned just used to say hello when i saw her) and was ready to shoot me if i stayed there any longer there! Bit strange i thought as i had never said good or bad about this women and he was she was spitting and calling me all names under the sun!

 

One of the local farangs saw what was happening in this 'verbal attack' me and later confirmed that this women had previously attacked a local french men with a samurai sword.

 

Hmmm i was getting the feeling they don't want me to own this house. I should add this was all pre covid lockdown.

 

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8 hours ago, SpaceExplorer said:

I am also buying a land and a house in Thailand.

 

So far everything seems great.

1) I got the company papers even before the property was acquired.

2) It was suggested by the lawyer to split house and land and for me to own the house and for the company to own land and land will cost around 30% in documents.

3) Although it will cost me extra but the lawyer suggested to lease the land from the company to me for 30 years.

 

But I have similar situation as OP: All 3 shareholders are relatives of the lawyer and she is actually one of them. And this worries me.

 

She says that after we sign the contract at land office I will become Managing Director and all shareholders will sign shares to me.

Here are my concerns:

1) I am not sure how it is in Thailand but probably a notary or a lawyer needs to sign on these papers for them to become legal? To confirm that a person is signing the shares of the company to another person in the right mind and not being forced to, right? So, if she will be a lawyer who signs them - can she sign documents where she is involved personally?

2) Can they legally write shares to my name? Because after that I will own 100% and that paper will be found illegal in any court. Or if I get the shares and transfer them to another person right away - but in that case there will be a date there, on this document and that kinda breaks the whole logic of not owning the company by foreigners. 

3) My lawyers says that because I am the Managing director I can do anything and nobody can stop me. But what if shareholders decide to change the managing director - after all - I will be set as MD only after the documents gets registered at land office so it will be possible to set another MD at any time.

4) Oh, and what happens in case I die? The managing director title will not be transferred to my relatives so I will lose the ability to vote on the company's actions and I lose the property? 

5)What happens in case any of the shareholders die? The document of transferring shares to me (that will have no date) will probably not be legal at all.

6) She said nothing about voting rights - only about transferring all the shares to me.

7) If as a precaution I just change one shareholder to a person that I trust - that will give me more than 50% control of the company and all my previous concerns are gone?

8 ) If like in 10 years a court decides that this company is not legal - will the lease agreement to land and sell agreement to house can also become illegal and I can lose the property? 

 

Thx in advance to anyone who can help clear these questions to me and for anyone who read this long message!

I'll try to answer a few things.

 

1) To transfer shares the relevant forms have to be signed by the respective shareholders and directors and filed with the government usually by the secretary. If not filed with the government then no share transfer has taken place. In Thailand a lawyer can certify documents.

 

2) In most cases like yours you shouldn't be allowed to own 100% of the shares. If they'd allow it for a brief moment I'm not sure.

 

3) What the Managing Director can do depends on the bylaws of the company. You correctly identified one possible issue (amongst others): the shareholders can vote to change the MD.

 

4) That again depends on the companys bylaws. They could stipulate who succeeds the MD upon death.

 

5) If a shareholder dies normally the shares are inherited accordingly to the usual inheritence laws as they are private property. Again company bylaws might be able to specify other rules.

 

6) Voting rights are extremely important. In a usual company all shares have the same voting rights and so whoever holds the majority of shares holds also majority voting rights and therefor the ultimate control of the company. But it is possible to create different classes of shares with different amounts of voting rights. It is also possible to define special voting requirements not necessarily tied to shares in the company. Important: a foreigner can have minority ownership but majority voting rights.

 

7) I wouldn't want to say that one little change fixes everything. These situations can be a bit complicated and easy to mess up.

 

8 ) The court might also declare the lease agreement as illegal if they find the company was illegal in the first place because the lease was entered between you and the company.

 

 

The whole thing needs to be done carefully and details matter. But in the end there is no 100% correct way. The intend of the law is to not let you own land. Anything you try to circumvent that might work or not. It's a gamble but you have some influence on your odds.

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18 hours ago, eisfeld said:

I'll try to answer a few things.

 

2) In most cases like yours you shouldn't be allowed to own 100% of the shares. If they'd allow it for a brief moment I'm not sure.

 

6) Voting rights are extremely important. In a usual company all shares have the same voting rights and so whoever holds the majority of shares holds also majority voting rights and therefor the ultimate control of the company. But it is possible to create different classes of shares with different amounts of voting rights. It is also possible to define special voting requirements not necessarily tied to shares in the company. Important: a foreigner can have minority ownership but majority voting rights.

Thank you for your reply! 

 

After a conversation with my lawyer I now understand that the shares will not be signed to me. I will have papers with blank names so I could put any  Thai people there and change shareholders to other Thai people. And with a blank date.

So if shareholders do something bad (change managing director and sell the property)- I can probably put other shareholders in these documents and put previous date. So all their decision will consider illegal in court.

 

BUT what stops the lawyer to prepare copies of these documents and change shareholders before I do? Nothing. She can put other people and sell the property at any time with new Thai people when she likes.

 

And she mentioned nothing about voting rights so I guess the company is created with normal voting rights.

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3 hours ago, SpaceExplorer said:

Thank you for your reply! 

 

After a conversation with my lawyer I now understand that the shares will not be signed to me. I will have papers with blank names so I could put any  Thai people there and change shareholders to other Thai people. And with a blank date.

So if shareholders do something bad (change managing director and sell the property)- I can probably put other shareholders in these documents and put previous date. So all their decision will consider illegal in court.

 

BUT what stops the lawyer to prepare copies of these documents and change shareholders before I do? Nothing. She can put other people and sell the property at any time with new Thai people when she likes.

 

And she mentioned nothing about voting rights so I guess the company is created with normal voting rights.

Sounds like the typical half-arsed approach. Very common. Works only as long as no one wants to create issues. Good luck fighting in court and argueing that the shares had already been transferred (but not registered with the gov) after the property was sold.

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On 10/4/2022 at 3:10 PM, eisfeld said:

Sounds like the typical half-arsed approach. Very common. Works only as long as no one wants to create issues. Good luck fighting in court and argueing that the shares had already been transferred (but not registered with the gov) after the property was sold.

Thank you!

 

Can you please confirm or deny the following statement:

In Thailand if shareholders >50% vote to change managing director they cannot do it without the director's signature.

They however can do it in court but only that.

 

So, if I give 5-10% of the company to the person that I know then there will not be more then 51% anyway and no reason to go to court anyway and that moves the odds to my favour dramatically. Because <50% votes to change managing director will not hold up in court even if corruption will be involved (I think)

 

And combining with a 30year lease that will make my odds much better because they cannot break that lease once it is registered at land office.

 

P.S. The original idea was to split the land and a house originally and for me to own the house and for the company to own a land but this solution did not worked out with the seller so this cannot be the case now.

To my question why we cannot sell house from company to me she said that it will be illegal and land office will notice that and there will be problems. 

And to my questions to why the sell will be illegal and the rent not - she said that this is how it is in Thailand and the sell will be checked and lease to a shareholder is legal.

 

She explained to me why voting shares structure was not used - because at inspections there can be more questions if a foreigner holds control of the company by the company rules with voting shares.

 

She did everything as we agreed in time, provided all the documents. To all my questions she gives good answers and speak good English which is a plus too. And I paid here in advance so nothing like OP when after payment they stopped answering. But I just want to sleep safe at night.

 

 

 

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2 minutes ago, TravelerEastWest said:

Have common shares in your name and preferred shares in the Thai shareholders name.

 

Easy to do I have done it

Won't there be 100% common shares? so split 51\49, having additional preference shares is a side thing

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4 minutes ago, SpaceExplorer said:

Can you please confirm or deny the following statement:

In Thailand if shareholders >50% vote to change managing director they cannot do it without the director's signature.

They however can do it in court but only that.

 

So, if I give 5-10% of the company to the person that I know then there will not be more then 51% anyway and no reason to go to court anyway and that moves the odds to my favour dramatically. Because <50% votes to change managing director will not hold up in court even if corruption will be involved (I think)

First of let me state that obviously I am not a lawyer. What I say are mere opinions of a layman and not legal advise. But I have relevant real world experience in various countries including Thailand. Normally I would now suggest you consult an actual lawyer but... yea.

 

A change of managing director depends on how the company was structured. A company can stipulate all kinds of rules. It can mean a mere simple majority of voting stock is required in shareholder meeting in order to pass a resolution to change the director. It could also require a supermajority of say 75% of votes. It could even require a change of director must only be signed on odd days.

 

What I'm trying to say is without reviewing all the company formation documents it's impossible to say how exactly your company was structured and how it should work. That being said, it would surprise me if a court ruling was required to change directors if shareholders want to do that. What would the court try to determine?

 

 

The important part is that you need to understand all the documents and rules of the company. You need to hold the majority of voting rights and you need to make sure that you can't be replaced as the director.

 

15 minutes ago, SpaceExplorer said:

P.S. The original idea was to split the land and a house originally and for me to own the house and for the company to own a land but this solution did not worked out with the seller so this cannot be the case now.

To my question why we cannot sell house from company to me she said that it will be illegal and land office will notice that and there will be problems. 

And to my questions to why the sell will be illegal and the rent not - she said that this is how it is in Thailand and the sell will be checked and lease to a shareholder is legal.

As far as I am aware splitting land and house can only be done before the house is built. Once it is built it is essentially part of the land and covered by its land title. So while they are correct they might not have explained it well. Rent is different as it's just a private contract for usage rights which can be for anything really. Even a single tree.

 

19 minutes ago, SpaceExplorer said:

She explained to me why voting shares structure was not used - because at inspections there can be more questions if a foreigner holds control of the company by the company rules with voting shares.

Maybe, as previously said using such companies to circumvent land ownership laws is not really legal. So while having majority voting rights in the company is legal by itself, it might raise questions at the land office. If the company structure was to be changed after it acquired the land though...

Another point that was mentioned already was to put debt on the company to you with the land as collateral.

You see it becomes an act of protecting yourself via legal means from someone stealing the company from you and at the same time not spooking the land department. Officers at the land department are not corporate lawyers and most likely wont do a in-depth review of company bylaws.

 

21 minutes ago, SpaceExplorer said:

She did everything as we agreed in time, provided all the documents. To all my questions she gives good answers and speak good English which is a plus too. And I paid here in advance so nothing like OP when after payment they stopped answering. But I just want to sleep safe at night.

Sounds not bad. And sorry to be a bit of a bummer but you wont have complete safety. There's always risks and you can shift them from one type to another. One can reduce the risks but not eliminate them all.

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12 minutes ago, scubascuba3 said:

Won't there be 100% common shares? so split 51\49, having additional preference shares is a side thing

The total sum of shares is 100%. So common + preferred. They are just names for different classes of stock. You can call them A and B. The majority of the sum of all stock needs to be held by Thais (usually).

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2 minutes ago, eisfeld said:

The total sum of shares is 100%. So common + preferred. They are just names for different classes of stock. You can call them A and B. The majority of the sum of all stock needs to be held by Thais (usually).

Sounds shady, nothing new there, companies usually have 100% ordinary shares\common plus other types potentially

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8 minutes ago, scubascuba3 said:

Sounds shady, nothing new there, companies usually have 100% ordinary shares\common plus other types potentially

Nothing shady about it. Shares (no matter what type or class) represent ownership. You can't have more than 100% ownership which would be the case if common shares already were 100% plus other types on top as you suggest.

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1 minute ago, eisfeld said:

Nothing shady about it. Shares (no matter what type or class) represent ownership. You can't have more than 100% ownership which would be the case if common shares already were 100% plus other types on top as you suggest.

We've already established on this thread that these companies are illegal so i wouldn't trust this preference thing, just looks like another shady structure

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2 minutes ago, scubascuba3 said:

We've already established on this thread that these companies are illegal so i wouldn't trust this preference thing, just looks like another shady structure

Yes none of these structures are 100% fine. But one should still strive to be correct about the facts, details and possibilities so that everyone can make their own informed decision.

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4 hours ago, scubascuba3 said:

Won't there be 100% common shares? so split 51\49, having additional preference shares is a side thing

No the total shares equal 100% but you can own all the common - voting shares and the Thai shareholders all the preferred shares.

 

Not complicated or expensive to do I have done it.

 

You can have a lawyer or CPA do it for you.

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7 hours ago, TravelerEastWest said:

No the total shares equal 100% but you can own all the common - voting shares and the Thai shareholders all the preferred shares.

 

Not complicated or expensive to do I have done it.

 

You can have a lawyer or CPA do it for you.

Just another version of an illegal structure, easy to do of course

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On 9/30/2022 at 8:00 PM, 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%.

 

 

last time I bought land using a Thai company as ownership vehicle my lawyer said I should own 38% and the Thai partners (his office lady and cleaner and others known to him) the rest. He said if farang owns more than 38% of the Thai ltd company owning the land it will trigger an automatic investigation of the company by the land office, and due to the fact his cleaner and friends could not prove they legitimately paid their share that it would all be a problem.

 Recently I got fed up with the company route of ownership and transferred land titles to my wife and closed the company, and bought a freehold condo in my name just in case. 

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