How Safe Is My Thai Company? 49/49/2%

[djlest]

Hi

Last year i set up 2 Thai companies with my GF being 49% shareholder and director / her friend being 2% / me being 49%

Recently things have not been going well and it looks like the relationship is ending

However i have invested over 2million and still looking to continue

As i am the only one who does anything to further the company and the others have not lifted a finger

What are my options?

How can foreigners avoid this or set up a safer company without being held hostage?

please advise?

[SunbeltAsiaExpert]

Depending on your nationality or what type of business this is, will determine if you can be the shareholder holding up to 99.98% of the shares of these two companies.

On the basis, you or your business sector does not qualify my suggestion would be to immediately change the shareholders if you can and replace your girlfriend as the director of the companies with yourself. Ideally you would get your girlfriend to resign from her position as MD in writing and get her to sign a share transfer instrument allowing you to transfer the shares being held in her name.

Company 1: This must be completed first so that this company can be the majority shareholder.

· The shareholders for this company will be:

o 48% foreigner (you)

o 1% anyone

o 51% Thai but check with your lawyer as they should be able provide a solution that is legal while giving you the foreigner some protection on voting rights.

· You will be the sole Managing Director.

· You will get a work permit so that all the duties that your girlfriend previously handled can be legally done and more importantly without hassle.

Company 2: This will be done after the first companies changes are done and will be:

· The shareholders for this company will be:

o 51% Company 1

o 48% foreigner

o 1% anyone

· You will be the sole Managing Director.

· You can add this company to your work permit and the day to day operation will be quite easy and with very little cost of setup or maintenance as you will have a work permit in company 1.

The above structure has a advantage with company 1 being the Thai sharehareholder 2. Company 2 would be better vehicle for asset ownership as no individual shareholders could create any issues.

Once the above changes have been made make sure that the bank accounts are modified to show the new director and that any bills that come to the company such as utilities and or from vendors also have your girlfriends name removed if currently shown.

This is only a solution if your girlfriend resigns.

[sunbelt][/sunbelt]