Anti Nominee Act / Thai Scrutinization For New Company

[royalhero]

Hi everyone,

I'm still a new user for this forum, I've searched all over about this but I couldn't find anything. I hope this will not be a double post. However, I've in my mind to open a company in Thailand.

I start reading all the documentation regarding Foreign business restriction ( which pop a question, what is it not covered by that act? ) untill I came up with the

Anti nominee act / Scrutinization of Thai shareholder.

I understand this has been done to avoid 100% farang owned with Thai names but how this comes into practice?

I mean.. Thai need to show they passbook.. what if they just wire in cash from an ATM ? How can they give evidence of the source of those money?

Will it be better to have a "low profile" company with farang share < 40% and not director role?

Is there any other rule regarding farang with preference share?

Thanks everyone in advance for clarifying my doubts.

[SunbeltAsiaExpert]

The Anti-Nominee Act was created to prevent foreigners from circumventing the law by merely appointing Thai shareholders as holder(s) of the 51% shares even if they are not actually participating in the business. They are often referred to as “ghosts” shareholders. Whenever there are Thai shareholders in a newly-setup company, the Department of Business Development, in coordination with the Ministry of Commerce, asks for a 6-month bank statement reflecting the actual percentage of investment in the company prior to registration. Should the Thai shareholder invests properties such as land, building, car or other tangible assets, they must show a copy of the registration documents, land title deed or an appraised value of the property. These must then be transferred later on under the name of the company.

Preferred shares on the other hand, limits the voting rights of its holders but does not limit the ownership of the shares in the company. It still must be minimum 51% to Thai nationals regardless of the type of shares owned.

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