When Selling Your Part Of A Thai Limited Partnership

[MaryWorth]

Assuming a foreigner has a minority ownership in a Thai Limited Partnership with a Thai partner being the only other partner.

The registered capital is 4 Million Baht in total, with the Thai partner having 2,440,000 Baht and the foreigner 1,560,000 Baht listed on the company papers. 

In fact though, the foreiger paid everything to set up the business, about 9 Million Baht, the Thai partner paid nothing. 

The foreign partner never applied for a work permit and never worked in or for the business and never received any salary or profits or other payments from the business. 

Now the Thai partner found a new partner and wants to remove the foreign partner from the business registration. The foreigner is to receive between 2,000,000  3,000,000 Baht for selling his part to the new partner. 

The questions are:

Will there be any transfer fees, percentages, tax due when changing the partners at the business registration office? 

Is it better to do this in two steps, first go to the office, remove the foreign partner and register 100% in the name of the Thai partner. And then later the Thai partner goes with his new partner to change it again? 

Will the foreigner who is selling his part of the business be liable for personal income tax in Thailand, considering the amount received is higher than the registered capital in his name, or is this not related? The foreigner has resided in Thailand for more than 6 months in the past years, so might be liable for income tax, although has no other income apart from this upcoming transaction and has never paid income tax in Thailand before. 

Is it illegal for the foreigner to sign the documents to sell his percentage without a work permit?

Any other tips on this? 

Should the foreigner get a lawyer to help with this? 

[NHJ]

do you always talk about you at the third person?

[nakachalet]

marryworth

some how, some what and some where, this just does not sound quite right to me..... lol

whatever you do, YOU MUST MAINTAIN THE CONTINUITY OF YOUR PART OF THE OWNERSHIP, OK?

do not allow any break of your part of the ownership. someone, intentionally or unintentionally, might be able to cut off your ownership at the break of ownership.... you just might end up with nothing.... just want you to be on the safe side ok?

yes, i have seen this happened before several times.... many farangs are very trusting and they are fraudulently led to believe their partner that--this is ok, and that is ok, but in terms of the thai laws, it might not be alright at all.... just be on the cautious side, alright?

just spend some money and look for a farang lawyer, a reliable third party atty from a reputable firm, interview a few before you make your decision--this is a normal practice interviewing your potential future atty.... i am assuming you are in bkk

NEVER NEVER USE HIS/HER ATTY, IN ORDER TO SAVE MONEY....

hope everything goes well with your transaction? anyway, just curious, why liquidating so soon?

[Mercury]

It is not a lawyer the person needs but an accountant !

Paid Bt9m

Only got 39% of the shares

Never received any income

Is now ousted by the Thai partner

Might get Bt2-3m - not sure, maybe

Quite a loss I'd say, if you factor in any retained profits.

As the person has been robbed so far, I'd assume the worst that the Thai will want to make a transfer and then rob this person of what little is left.

Edited August 27, 2009 by Mercury