yeahbutif Posted February 21, 2023 Share Posted February 21, 2023 In a 2mil Thai company there has to be min three share holders with a director..the director has the say in the company.. but in the event of the director die ( me) . Is the question I'm trying to find an answer too.. if I die I want to leave or give my company to my Thai lady who is already a share holder...so she has control to sell or continue with the company... I don't want to make a will... Can the company papers be made for me and her to be joint directors and if I die. she then would just be the director.. would she have total control. A bit like owning a house jointly in the uk one dies the serviour gets the house .. 1 Link to comment Share on other sites More sharing options...
soi3eddie Posted February 21, 2023 Share Posted February 21, 2023 Make a simple will. It should only cost 5,000 Baht. Don't see how what you suggest can be effected easily otherwise. If no will, the 3rd shareholder might/could contest. Link to comment Share on other sites More sharing options...
CharlieKo Posted February 21, 2023 Share Posted February 21, 2023 (edited) Through a company board of directors (shareholders) meeting you could appoint your Lady as vice director, which means she will take control of the company on your demise. This could be drawn up as a document which then becomes a legal part of the articles of operations of the company. I don't think a will carries the same weight. Edited February 21, 2023 by CharlieKo 1 1 Link to comment Share on other sites More sharing options...
Puccini Posted February 21, 2023 Share Posted February 21, 2023 (edited) @yeahbutif You write "my company", but legally the company is jointly owned by its three shareholders of which you are one. Generally, a company has a board of directors and members of this board are elected by an assembly of the shareholders. You should check the company's Articles os Association for details about this. Edited February 21, 2023 by Puccini 1 Link to comment Share on other sites More sharing options...
yeahbutif Posted February 21, 2023 Author Share Posted February 21, 2023 31 minutes ago, soi3eddie said: Make a simple will. It should only cost 5,000 Baht. Don't see how what you suggest can be effected easily otherwise. If no will, the 3rd shareholder might/could contest. The point of not having a will is ..to avoid probate.. as this can cost money and problems to the Thai lady.. wills are not as clean cut as you think... 2 Link to comment Share on other sites More sharing options...
Puccini Posted February 21, 2023 Share Posted February 21, 2023 You should make sure that after your death, your wife can gain ownership of your shares with the shortest possible delay. If you make no will, the provisions of the Civil Code in effect on the date of your death will apply. Link to comment Share on other sites More sharing options...
yeahbutif Posted February 21, 2023 Author Share Posted February 21, 2023 7 minutes ago, Puccini said: You should make sure that after your death, your wife can gain ownership of your shares with the shortest possible delay. If you make no will, the provisions of the Civil Code in effect on the date of your death will apply. Yes this is the problem..I am director this means the other share holders are like sleeping partners .have no say in running the company... I thought it would be easy to just have Joint directors so no director owns a percentage share .two director have the control of it all..one dies one takes over.seems simple... Just have to get the over to the person who sets up the company paperwork.. Link to comment Share on other sites More sharing options...
swissie Posted February 21, 2023 Share Posted February 21, 2023 57 minutes ago, yeahbutif said: Yes this is the problem..I am director this means the other share holders are like sleeping partners .have no say in running the company... I thought it would be easy to just have Joint directors so no director owns a percentage share .two director have the control of it all..one dies one takes over.seems simple... Just have to get the over to the person who sets up the company paperwork.. Make a will regardless. The "sleeping partners" may come alive quickly once your gone (doing some fast footwork with the help of an alert Thai Lawyer. With a will, your Lady can always fall back on it. As a last insurance, in case your partners become "creative". This is Thailand. 1 1 Link to comment Share on other sites More sharing options...
Seeall Posted February 21, 2023 Share Posted February 21, 2023 8 hours ago, CharlieKo said: Through a company board of directors (shareholders) meeting you could appoint your Lady as vice director, which means she will take control of the company on your demise. This could be drawn up as a document which then becomes a legal part of the articles of operations of the company. I don't think a will carries the same weight. a will can be a pain.. change directors soooo easy what about a presigned transfer and let your most trusted keep it 1 Link to comment Share on other sites More sharing options...
yeahbutif Posted February 22, 2023 Author Share Posted February 22, 2023 1 hour ago, Seeall said: a will can be a pain.. change directors soooo easy what about a presigned transfer and let your most trusted keep it Would the presigned papers have to be dated? So maybe not work.. Link to comment Share on other sites More sharing options...
CharlieKo Posted February 22, 2023 Share Posted February 22, 2023 2 hours ago, Seeall said: a will can be a pain.. change directors soooo easy what about a presigned transfer and let your most trusted keep it That's why I said there needs to be a document which becomes part of the articles of association of the company. Link to comment Share on other sites More sharing options...
KhaoYai Posted February 22, 2023 Share Posted February 22, 2023 Check with a lawyer but I'm pretty sure you can give your Mrs 'voting rights' in the company. You will no doubt have taken those away from any other directors in order that you and you alone, control the company - just change that to you and your wife. As for avoiding probate - I doubt you can do that, pretty sure that regular Thai law will trump Thai company law in the event of your death. A will and voting rights should sort this. 1 Link to comment Share on other sites More sharing options...
mark5335 Posted February 22, 2023 Share Posted February 22, 2023 58 minutes ago, yeahbutif said: Would the pre-signed papers have to be dated? So maybe not work.. You could authorise your wife to insert the date on the transfers with a Power of Attorney (the date to be just prior to your demise) . Anyway, aside from that, you can now eliminate your sleeping shareholders. Earlier this month the Thailand Commercial Code (Section 1097) was amended and now only 2 director/shareholders are required instead of 3. 1 Link to comment Share on other sites More sharing options...
khunPer Posted February 22, 2023 Share Posted February 22, 2023 17 hours ago, yeahbutif said: if I die I want to leave or give my company to my Thai lady who is already a share holder...so she has control to sell or continue with the company... I don't want to make a will... Can the company papers be made for me and her to be joint directors and if I die. she then would just be the director.. would she have total control. It's is the shareholders that vote the director(s) at a general meeting. Who is going to inherit your shares, and thereby votes at a general meeting..? A last will is certainly worth considering, especially if not married to your Thai lady. It's actually very simple to make a last will. You can even handwrite it in simple language and go to the Amphur office and sign it - the office will work as notary office – and you can even put the will on file there. Check in advance if you also need to bring a witness or two yourself. A company can have more than one director (board member), so your Thai lady can also be a director. The general meeting can decide the power of the directors, i.e. two directors shall sign together for full power, or for example limit a director so he/she cannot buy or sell property. You will need a general meeting report and have the director(s) and eventual limitations registered. ???? 1 Link to comment Share on other sites More sharing options...
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