Taking A House Out Of A Thai Company, To Put In Wife's Name.

[dressedingreen]

I'm going to take the house I bought in 2007 out of the Thai company that was set up to hold it, and put it in my wife's name. Has anyone done this themselves? Our accountant tell us we should engage a Thai lawyer to do it, but the land registry may help us with the job of transferring the title deed from company to person, without the need for a lawyer. The accountant will do the final accounts to wind up the company. But I'm wondering if we still need a lawyer to finalise the company dissolution? My wife is a director of the company, and we have the resignation letters of the minor shareholders. Any thoughts would be appreciated.

Thanx

DIG

[astral]

I did use a lawyer, as I was out of the country at the time.

Probably better to do so, as there are memoranda to be written for the company authorising the sale etc.

You also have to avoid any appearance of "illegal/insider trading" as you wife is a company director,

buying up a company asset.

[dressedingreen]

Thanx for those thoughts, Astral. I was told by a lawyer that my wife would have to resign her directorship before the transfer could be made. Fees seem to be pretty steep for this, too. The quotes so far have been between 35,000 and 55,000 baht, depending how close to Pattaya centre we go. I guess their rents are higher (not to mention more farangs per square metre)

DIG

[Rimmer]

You are disposing of an asset from your company. There is no need for a lawyer it is an accountant thing.

You will have to pay corporate tax at the rate of 15% on any profit you may make on the sale of the asset. But I assume you will sell the property for just 1 baht so the tax could be fairly low.

I have done a similar thing to this and the land office and accountant sorted it out between them.

My accountant charged me B10,000 for the transfer.

Can you not transfer your shares in the company to her? Then at a later date you can liquidate the company.

[Rob5060]

I have been enquiring about doing the same thing and have been told that one problem is that because my wife is a shareholder in the Company

the Land office will argue ( I forget the exact words) that it is not a fair transfer. This was from a very respected legal firm.

The suggestion was that that house was transferred to another family member ot 3rd party of my chioce and the Company closed then the transfer made to mY wife

Other than that the process appears fairly straightforward

[dressedingreen]

Hi Rimmer

I could do as you suggest. But that would mean we'd still have to pay the 10,000 baht per year to have the accounts done. As it is, if I transfer the house to my wife, and close the company, the whole thing becomes straightforward (or as straightforward as it ever is here in paradise). We then don't have the potential problem, as we've heard before, of her having problems taking possession of the property when I pop my cloggs and head for the great beach in the sky. If I were just disposing of an asset, it would indeed be an accountancy thing. But since it's the only reason I opened the Thai company, and it has yearly costs, it's cheaper to close the company. And that needs a lawyer.

Rob ... I've replied to your message directly.

Thanx guys.

DIG

[Rimmer]

Hi Rimmer

it's cheaper to close the company. And that needs a lawyer.

Thanx guys.

DIG

Not so, that is done by your accountant.

[dressedingreen]

Our accountancy company tell us they can do the final accounts, and close the books. But the closure of the company requires a lawyer. Either way, we require a lawyer to transfer the house.

Thanx

DIG

[Arkady]

I have been enquiring about doing the same thing and have been told that one problem is that because my wife is a shareholder in the Company

the Land office will argue ( I forget the exact words) that it is not a fair transfer. This was from a very respected legal firm.

The suggestion was that that house was transferred to another family member ot 3rd party of my chioce and the Company closed then the transfer made to mY wife

Other than that the process appears fairly straightforward

I don't think you really want to put your house in the name of another of your wife's family or a 3rd party. It's bad enough having to take the risk of becoming homeless through divorce or if your wife predeceases you. If being a shareholder is really a problem, couldn't you transfer your wife's shares in the company to another trusted Thai before the sale of the house instead and then transfer them back again before winding up the company. Transferring shares from a Thai to a Thai is quite simple and doesn't involve tax, if they are not sold at a profit. Resigning as a director is also not a problem not complicated. What is required may depend on the individual Land Office. Estral seems to suggest that something like a board resolution or minutes to a shareholders' meeting approving the transaction were sufficient in his case.

Winding up the company doesn't specifically require a lawyer but your accountant is probably trying to tell you he or she doesn't have a clue how to do it. I am not sure of the details but there is a requirement in a voluntary liquidation to make sure that no creditors have been left unpaid which probably involves advertising and of course the Revenue Dept has to sign off before it can be struck off the register. They reserve the right to do an investigation to make sure the company hasn't concealed some past tax liablilities and might take some time to get around to either investigating or deciding not to bother, sometimes a couple of years.

Edited March 14, 2009 by Arkady

[Arkady]

Another question I am curious about on this topic is whether the Land Dept will investigate any past transgressions, if the company that is selling the land has any foreign shareholders or directors etc, or do you have to get rid of all the foreigners before going to make the transfer.