Co., Ltd Owns Land And Houses.

[Doro22]

Dear All,

Not sure if this is the right place. I try though. Sadly, I got a friend that doesn’t have too much time left before he goes to heaven (his own words). He is concern about his estate in Thailand.

Via a Co., LTD he owns one house on a plot of land purchased for 15 Million THB and another bought for 6 Million THB.

There are 7 shareholders in the company (one is the lawyer... who helped out with purchases, registration etc). Another (and the largest Thai shareholder) is my friends partner.

I suspect that all of the shareholders want a piece of the pie, when my friend passes away (I hope it will take a long time before it happens).

I suspect that he wants his partner to be the sole owner of the land and houses. The Thai partner does not live in Thailand any more.

I will find out more as he will come to Thailand next month, and we will of course go and see a lawyer and try to sort things out for the best.

At this stage, I just would like to be semi-prepared and try to be as good assistant as I can to my friend.

So, does anyone has any feedback/comments on what is the best thing to do, or knows about a similar situation.

Many thanks in advance.

[torrenova]

Surely the share structure means that the other shareholders are just mickey mouse nominees and not actually real shareholders. His will should take care of things but it might be better to have things looked at now because this factually illegal means of "owning" land could mean a lot of people see grubby Thai shareholders come looking for their piece of the pie in the next few years.

[kaxper]

Dear All, Not sure if this is the right place. I try though. Sadly, I got a friend that doesn’t have too much time left before he goes to heaven (his own words). He is concern about his estate in Thailand. Via a Co., LTD he owns one house on a plot of land purchased for 15 Million THB and another bought for 6 Million THB.

There are 7 shareholders in the company (one is the lawyer... who helped out with purchases, registration etc). Another (and the largest Thai shareholder) is my friends partner. I suspect that all of the shareholders want a piece of the pie, when my friend passes away (I hope it will take a long time before it happens). I suspect that he wants his partner to be the sole owner of the land and houses. The Thai partner does not live in Thailand any more. I will find out more as he will come to Thailand next month, and we will of course go and see a lawyer and try to sort things out for the best. At this stage, I just would like to be semi-prepared and try to be as good assistant as I can to my friend. So, does anyone has any feedback/comments on what is the best thing to do, or knows about a similar situation. Many thanks in advance.

of the seven shareholders, how many are acting as a "nominee" for your friend - aside from the lawyer? how many % does your friend, his thai partner and lawyer control? does the company has debt and who is it owed to (structures like this normally the debt is from your foreign friend to ensure that if the company has cash - like from sale of land - it repays the debt holder first before distribution to shareholders). who are the authorized signatories of the company? - i would make sure its your friend, his thai partner and the lawyer, and make it two out of three signature.

without detail knowledge its really difficult to pass advise but here is one idea ... enter into a contract now between the company and your friend's thai partner that allows the thai partner to buy the assets for a nominal amount during a certain period.

alternatively, if the thai lawyer is a nominee for your shares (which along with your thai partner i assume will be the majority), willed it in such a way that your shares (directly owned and via lawyer) are transferred to the thai partner upon death. alternatively, just do it now.

create new preferred class of "super" voting shares in the company and issue it to the thai partner now.

hope this helps

[Doro22]

Thanks for the inputs and feedback.

I will know a lot more when my friend is comeing to Thailand, hence I was a bit vauge. And yes, the co is a "nominee" company. That and the lawyer "involvement" seems to me he needs to sort this out the real legal way asap.

Many thanks for you answers.

Dear All, Not sure if this is the right place. I try though. Sadly, I got a friend that doesn't have too much time left before he goes to heaven (his own words). He is concern about his estate in Thailand. Via a Co., LTD he owns one house on a plot of land purchased for 15 Million THB and another bought for 6 Million THB.

There are 7 shareholders in the company (one is the lawyer... who helped out with purchases, registration etc). Another (and the largest Thai shareholder) is my friends partner. I suspect that all of the shareholders want a piece of the pie, when my friend passes away (I hope it will take a long time before it happens). I suspect that he wants his partner to be the sole owner of the land and houses. The Thai partner does not live in Thailand any more. I will find out more as he will come to Thailand next month, and we will of course go and see a lawyer and try to sort things out for the best. At this stage, I just would like to be semi-prepared and try to be as good assistant as I can to my friend. So, does anyone has any feedback/comments on what is the best thing to do, or knows about a similar situation. Many thanks in advance.

of the seven shareholders, how many are acting as a "nominee" for your friend - aside from the lawyer? how many % does your friend, his thai partner and lawyer control? does the company has debt and who is it owed to (structures like this normally the debt is from your foreign friend to ensure that if the company has cash - like from sale of land - it repays the debt holder first before distribution to shareholders). who are the authorized signatories of the company? - i would make sure its your friend, his thai partner and the lawyer, and make it two out of three signature.

without detail knowledge its really difficult to pass advise but here is one idea ... enter into a contract now between the company and your friend's thai partner that allows the thai partner to buy the assets for a nominal amount during a certain period.

alternatively, if the thai lawyer is a nominee for your shares (which along with your thai partner i assume will be the majority), willed it in such a way that your shares (directly owned and via lawyer) are transferred to the thai partner upon death. alternatively, just do it now.

create new preferred class of "super" voting shares in the company and issue it to the thai partner now.

hope this helps

[chiangmaibruce]

yeah, it was not clear what your question actually was ... but as you have said you will know more later.

If it is just a general desire to simplify things to lessen the scope for funny business later ... then you could look at reducing the number of directors (he only needs 3 now) or having the company sell the house to your friend's thai friend, and then wind up the company. Both measures have been discussed in recent discussion threads in thaivisa. But these are things for a good lawyer to consider in the light of all the relevant facts

[LivinLOS]

If hes passing and wants the Thai to own it.. Just put it in the Thai name.. Why the need for farang type legal games..

[Doro22]

Bingo. Good solution. Although, I am not 100% sure though that he wants his Thai partner (not married, no register partnership either in Thai or in the European country), to get all of the estates. But, will find out more when I see him.

Once agian: thanks for all the advice and feedback.

If hes passing and wants the Thai to own it.. Just put it in the Thai name.. Why the need for farang type legal games..