Business Law Help!

[samuimantom]

Can any one please give me some advice please. My friend has a company owning 2 plots of land with a house on each one he lives in and one is empty however when he set up the company he had a partner from the UK (my friend is from the UK as well) the problem is that his partner has left Thailand and they have no contact so my friend has been paying all the tax for the company for 4 or more years but he cant sell anything. Any way out of this for him? Thx

[Boater]

i think your best bet is to uregently contact a lawyer

[samuimantom]

I was just hopeing that someone had this happen to them and would know if he would win or what it would cost and how long it would take you know what its like hear TIT and all that.

[Boater]

our both your freinds registered as company owners???????

surly it cant be that difficult to get hold of your friend?? ....... if you PM me his name and age i could attempt to locate him for you if you wish, it really isnt that hard

cheers

boater

[samuimantom]

our both your freinds registered as company owners???????

surly it cant be that difficult to get hold of your friend?? ....... if you PM me his name and age i could attempt to locate him for you if you wish, it really isnt that hard

cheers

boater

Well thx very much but they fell out and he left he is upset (god knows why) and thinks he has a hold over my friend. anyway one that left is a physician and has a real god complex when he left he had all the paperwork with him doing his best to mess things up (thinking the tax could not be paid and my friend would lose his house) i have sent e-mail to him only to get some hate mail back. He would be happy not to get one cent back as long as he has a hold over my friend. i am taking my ball home so you cant play any more kind of thing. Don't trust anyone with money. Joint house maybe 3m to 5m B he has no need for the money. Thx.

[Maizefarmer]

This is a Thai reg'd company - right? So the majority shareholders are Thai's

Okay - now lets move forward a bit: so it'll actually be the Thai company and its shareholders who hold legal title to the property assets.

What you have not explained is:

a) is the missing partner a shareholder or director?

what is the legal structure which accords "control" over the properties to the missing partner - is it, by chance, a long lease/30year lease or similar?

c) what is the nature of the relationship between the present (i.e. not mising) partner and the majority shareholders?

This is an simplistic overview of the problem, and I am no expert on the subject, but its the basis on which I think action may commence against the missing partner: i.e. if he is a director and the majority shareholders are willing, a shareholders meeting maybe sufficent to remove him as a director. Things get more complicated if the missing partner is a shareholder himself.

In any event, the point is you are going to need the shareholders co-operation (that is an almost dead cert), and I think you need to start off by getting to the bottom of just who is who and what actual legal authority they have in the company (as defined by Thai company law - these are ultimately Thai company assets) , and what desicion taking authority they have.

Just because the guy deliberates choses not to co-operate does not mean he can continualy hold the company, its assets, everyone else in the company over a barrell - if all the other officers in the company concurr the guy is acting in a way that doesn't represent the company interests, or its shareholders, if push came to shove a court should rule in favour of the majority shareholders and any action they may wish to take to resolve matters.

And - yes, you need to get a lawyer (and in Thailand, how good they are is often in proportion to how much the cost to employ!).

Edited May 10, 2009 by Maizefarmer

[thaiwanderer]

of course likely the farangs set it up to maintain own control at the outset - perhaps didn't consider they might fall out themselves - shame their only concern was bending property laws rather than considering practicalities

it can all be resolved but OP's friend will be raising a flag about the true nature of the company

appeal to the rule of law when its convenient - ignore it when its not

good luck

[samuimantom]

this is O.Ps friend.thanks for all your help on this matter.this is a big problem for me and you have given me some hope of resolving it.

the missing partner is a director and a share holder.him and i own 39percent stake in the company of which i have the greater share.

my relations with the other s.h. is very good and his is virtually non existant.he holds 1 of the chanote papers.

any more advice would be greatfully received.